Sec Form 13D Filing - Levan Partners LLC filing for BBX CAP INC (BBXIA) - 2024-02-09

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 Names of Reporting Persons

 Alan B. Levan

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☑

 SEC Use Only

 Source of Funds (See Instructions)

 Not Applicable

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 United States

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 2,294,978 ₍₁₎₍₄₎

 Shared Voting Power

 2,735,737 ₍₂₎₍₄₎

 Sole Dispositive Power

 2,242,495₍₁₎₍₄₎

 Shared Dispositive Power

 427,304 ₍₃₎₍₄₎

 Aggregate Amount Beneficially Owned by Each Reporting Person

 5,030,715_(1)(2)(4)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (11)

 34.2% ₍₅₎

 Type of Reporting Person (See Instructions)

 IN

Includes (a) 799,980 shares of the Issuer’s Class A Common Stock and 864,426 shares of the Issuer’s Class B Common Stock held directly by Mr. Alan Levan, (b) the shares of the Issuer’s Class B Common Stock held by Levan BFC Stock Partners LP, as set forth below, (c) 7,344 shares of the Issuer’s Class A Common Stock held through trusts for the benefit of Mr. Alan Levan’s children, (d) 78,700 shares of the Issuer’s Class A Common Stock held by the Susie and Alan B. Levan Family Foundation, (e) 167,653 shares of the Issuer’s Class A Common Stock held by the Irrevocable Trust for Alan B Levan, (f) 37,625 shares of the Issuer’s Class A Common Stock held by the Alan B Levan Revocable Trust, and (g) 2,335 shares of the Issuer’s Class A Common Stock held by Levan General Corp.

Includes (a) the shares of the Issuer’s Class B Common Stock beneficially owned by each of John E. Abdo, Jarett S. Levan and Seth M. Wise, as set forth below, (b) 207,101 shares of the Issuer’s Class A Common Stock held in an irrevocable trust for Mr. Alan Levan’s wife, (c) 17,622 shares of the Issuer’s Class A Common Stock held in a revocable trust for Mr. Alan Levan’s wife, and (d) 2,341 shares of the Issuer’s Class A Common Stock and 240 shares of the Issuer’s Class B Common Stock held by Mr. Alan Levan’s wife.

Includes (a) 207,101 shares of the Issuer’s Class A Common Stock held in an irrevocable trust for Mr. Alan Levan’s wife, (b) 17,622 shares of the Issuer’s Class A Common Stock held in a revocable trust for Mr. Alan Levan’s wife, (c) 2,341 shares of the Issuer’s Class A Common Stock and 240 shares of the Issuer’s Class B Common Stock held by Mr. Alan Levan’s wife, and (d) 200,000 shares of the Issuer’s Class B Common Stock held by Jarett S. Levan. Pursuant to the terms of their previously disclosed agreement, Mr. Jarett Levan has agreed not to convert shares of the Issuer’s Class B Common Stock into shares of the Issuer’s Class A Common Stock without Mr. Alan Levan’s approval if, after giving effect to such conversion, Mr. Jarett Levan would beneficially own less than 200,000 shares of the Issuer’s Class B Common Stock.

Unless otherwise agreed to by the holder thereof, shares of the Issuer’s Class B Common Stock are convertible on a share-for-share basis into shares of the Issuer’s Class A Common Stock at any time in the holder’s discretion.

Based on 10,991,111 shares of the Issuer’s Class A Common Stock outstanding as of February 2, 2024, plus the 3,710,014 shares of the Issuer’s Class B Common Stock beneficially owned by Mr. Alan Levan.

 Names of Reporting Persons

 Levan Partners LLC (I.R.S. No. 46-4117885)

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☑

 SEC Use Only

 Source of Funds (See Instructions)

 Not Applicable

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 Florida

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 0

 Sole Dispositive Power

 0

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 0

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (11)

 0%

 Type of Reporting Person (See Instructions)

 OO

 Names of Reporting Persons

 Levan BFC Stock Partners LP (I.R.S. No. 20-4185196)

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☑

 SEC Use Only

 Source of Funds (See Instructions)

 Not Applicable

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 336,915 ₍₁₎₍₂₎

 Shared Voting Power

 0

 Sole Dispositive Power

 336,915 ₍₁₎₍₂₎

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 336,915 ₍₁₎₍₂₎

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (11)

 3.0% ₍₃₎

 Type of Reporting Person (See Instructions)

 PN

All such shares are shares of the Issuer’s Class B Common Stock held directly by Levan BFC Stock Partners LP.

Unless otherwise agreed to by the holder thereof, shares of the Issuer’s Class B Common Stock are convertible on a share-for-share basis into shares of the Issuer’s Class A Common Stock at any time in the holder’s discretion.

Based on 10,991,111 shares of the Issuer’s Class A Common Stock outstanding as of February 2, 2024, plus the 336,915 shares of the Issuer’s Class B Common Stock held by Levan BFC Stock Partners LP.

 Names of Reporting Persons

 John E. Abdo

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☑

 SEC Use Only

 Source of Funds (See Instructions)

 Not Applicable

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 United States

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 1,201,891 ₍₁₎

 Shared Voting Power

 1,495,311 ₍₂₎₍₃₎

 Sole Dispositive Power

 1,149,408₍₁₎

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 2,697,202 _(1)(2)(3)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (11)

 21.6% ₍₄₎

 Type of Reporting Person (See Instructions)

 IN

Represents shares of the Issuer’s Class A Common Stock held by Mr. Abdo.

Represents shares of the Issuer’s Class B Common Stock held by Mr. Abdo. Pursuant to the terms of their previously disclosed agreement, Mr. Abdo has granted to Alan B. Levan a proxy to vote the shares of the Issuer’s Class B Common Stock that Mr. Abdo beneficially owns.

Unless otherwise agreed to by the holder thereof, shares of the Issuer’s Class B Common Stock are convertible on a share-for-share basis into shares of the Issuer’s Class A Common Stock at any time in the holder’s discretion.

Based on 10,991,111 shares of the Issuer’s Class A Common Stock outstanding as of February 2, 2024, plus the 1,495,311 shares of the Issuer’s Class B Common Stock held by Mr. Abdo.

 Names of Reporting Persons

 Jarett S. Levan

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☑

 SEC Use Only

 Source of Funds (See Instructions)

 PF

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 United States

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 1,180,585₍₁₎

 Shared Voting Power

 1,013,122 ₍₂₎₍₄₎

 Sole Dispositive Power

 792,563 ₍₁₎

 Shared Dispositive Power

 250,000 ₍₃₎₍₄₎

 Aggregate Amount Beneficially Owned by Each Reporting Person

 2,193,707_(1)(2)(4)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (11)

 18.3% ₍₅₎

 Type of Reporting Person (See Instructions)

 IN

Represents shares of the Issuer’s Class A Common Stock held by Mr. Jarett Levan.

Includes 677,965 shares of the Issuer’s Class B Common Stock held by Mr. Jarett Levan and 335,157 shares of the Issuer’s Class B Common Stock held by Seth M. Wise. Pursuant to the terms of previously disclosed agreements, (a) Mr. Jarett Levan has agreed to vote the shares of the Issuer’s Class B Common Stock that he owns or otherwise has the right to vote in the same manner as Mr. Alan Levan votes his shares of the Issuer’s Class B Common Stock, and (b) Mr. Wise has agreed to vote the shares of the Issuer’s Class B Common Stock that he owns or otherwise has the right to vote in the same manner as Mr. Jarett Levan’s shares of the Issuer’s Class B Common Stock are voted.

Includes 200,000 shares of the Issuer’s Class B Common Stock held by Mr. Jarett Levan and 50,000 shares of the Issuer’s Class B Common Stock held by Mr. Wise. Pursuant to the terms of their previously disclosed agreement, (a) Mr. Jarett Levan has agreed not to convert shares of the Issuer’s Class B Common Stock into shares of the Issuer’s Class A Common Stock without Mr. Alan Levan’s approval if, after giving effect to such conversion, Mr. Jarett Levan would beneficially own less than 200,000 shares of the Issuer’s Class B Common Stock, and (b) Mr. Wise has agreed, subject to certain limited exceptions, not to transfer his shares of the Issuer’s Class B Common Stock or convert shares of the Issuer’s Class B Common Stock into shares of the Issuer’s Class A Common Stock if, after giving effect to such transfer or conversion, Mr. Wise would beneficially own less than 50,000 shares of the Issuer’s Class B Common Stock. In addition, subject to certain limited exceptions, Mr. Wise may only sell his shares of the Issuer’s Class B Common Stock or convert such shares into shares of the Issuer’s Class A Common Stock if he first offers to Mr. Jarett Levan the right to purchase the shares.

Unless otherwise agreed to by the holder thereof, shares of the Issuer’s Class B Common Stock are convertible on a share-for-share basis into shares of the Issuer’s Class A Common Stock at any time in the holder’s discretion.

Based on 10,991,111 shares of the Issuer’s Class A Common Stock outstanding as of February 2, 2024, plus the 1,013,122 shares of the Issuer’s Class B Common Stock beneficially owned by Mr. Jarett Levan.

 Names of Reporting Persons

 Seth M. Wise

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☑

 SEC Use Only

 Source of Funds (See Instructions)

 Not Applicable

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 United States

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 548,133 ₍₁₎

 Shared Voting Power

 335,157₍₂₎₍₄₎

 Sole Dispositive Power

 285,715₍₁₎

 Shared Dispositive Power

 50,050₍₃₎₍₄₎

 Aggregate Amount Beneficially Owned by Each Reporting Person

 883,290_(1)(2)(4)

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (11)

 7.8% ₍₅₎

 Type of Reporting Person (See Instructions)

 IN

Represents shares of the Issuer’s Class A Common Stock held directly by Mr. Wise.

Includes 335,157 shares of the Issuer’s Class B Common Stock held by Mr. Wise and 50 shares of the Issuer’s Class A Common Stock held in his spouse’s IRA. As previously disclosed, Mr. Wise has agreed to vote the shares of the Issuer’s Class B Common Stock that he owns or otherwise has the right to vote in the same manner as Mr. Jarett Levan’s shares of Class B Common Stock are voted.

Includes 50,000 shares of the Issuer’s Class B Common Stock held by Mr. Wise and the 50 shares of the Issuer’s Class A Common Stock held in his spouse’s IRA. Pursuant to the terms of their previously disclosed agreement, Mr. Wise has agreed with Mr. Jarett Levan that, subject to certain limited exceptions, Mr. Wise will not transfer his shares of the Issuer’s Class B Common Stock or convert shares of the Issuer’s Class B Common Stock into shares of the Issuer’s Class A Common Stock if, after giving effect to such transfer or conversion, Mr. Wise would beneficially own less than 50,000 shares of the Issuer’s Class B Common Stock. In addition, subject to certain limited exceptions, Mr. Wise may only sell his shares of the Issuer’s Class B Common Stock or convert such shares into shares of the Issuer’s Class A Common Stock if he first offers to Mr. Jarett Levan the right to purchase the shares.

Unless otherwise agreed to by the holder thereof, shares of the Issuer’s Class B Common Stock are convertible on a share-for-share basis into shares of the Issuer’s Class A Common Stock at any time in the holder’s discretion.

Based on 10,991,111 shares of the Issuer’s Class A Common Stock outstanding as of February 2, 2024, plus the 335,157 shares of the Issuer’s Class B Common Stock held by Mr. Wise.