Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

the appropriate boxes to designate any transactions to which the statement relates:

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

“no change in the general political, market, economic or financial conditions in the United States or abroad that we deem is reasonably likely to materially and adversely affect our business or the trading in the shares, including, but not limited to, general suspension of trading in, or the imposition of any general minimum or maximum price limits on prices for, securities on any national securities exchange in the United States or in the over-the-counter market, the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, or the commencement of a war, armed hostilities, terrorism, or other similar national or international calamity which results in material direct involvement by the United States, or any material acceleration, escalation or worsening of any of the foregoing, shall have occurred;”

“any general suspension of trading in, or the imposition of any general minimum or maximum price limits on prices for, securities on any national securities exchange in the United States or in the over-the-counter market;”

“the commencement of a war, armed hostilities, terrorism, or other similar national or international calamity which results in material direct involvement by the United States; or”

Name of Beneficial Owner

Levan BFC Stock Partners LP

Levan Partners LLC

Alan B. Levan

John E. Abdo

Jarett S. Levan

Seth M. Wise

Marcia Barry-Smith

Norman H. Becker

Andrew R. Cagnetta, Jr.

Steven M. Coldren

Gregory A. Haile

Willis N. Holcombe

Anthony P. Segreto

Neil Sterling

Brett Sheppard

Dr. Herbert A. Wertheim

Mink Brook Capital GP LLC

All directors and executive officers as a group (13 persons)

Less than one percent of class.

Shares of our Class B Common Stock (other than restricted shares that are subject to vesting) are convertible on a share-for-share basis into shares of our Class A Common Stock at any time in the beneficial owner’s discretion. The number of shares of our Class B Common Stock held by each beneficial owner and convertible within 60 days into shares of our Class A Common Stock is not separately included in the “Class A Common Stock Ownership” column but is included for the purpose of calculating the percent of Class A Common Stock held by each beneficial owner.

Mailing address is 201 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301.

The Company may be deemed to be controlled by Messrs. Alan Levan, Abdo, Jarett Levan and Wise, who collectively may be deemed to have an aggregate beneficial ownership of shares of our Class A Common Stock and Class B Common Stock representing approximately 82.7% of the total voting power of our Common Stock.

Mr. Alan Levan’s beneficial holdings include the 986,197 shares of our Class A Common Stock owned by Levan Partners LLC and the 336,915 shares of our Class B Common Stock owned by Levan BFC Stock Partners LP. Mr. Alan Levan’s beneficial holdings also include 2,341 shares of our Class A Common Stock and 240 shares of our Class B Common Stock held of record by his wife, 7,344 shares of our Class A Common Stock held through trusts for the benefit of his children and 78,700 shares of our Class A Common Stock held by the Susie and Alan B. Levan Family Foundation. In addition, Mr. Alan Levan’s beneficial holdings of our Class B Common Stock include the shares of our Class B Common Stock held by Mr. Abdo, Mr. Jarett Levan and Mr. Wise, as described below.

Mr. Alan Levan and Mr. Abdo are parties to an agreement pursuant to which Mr. Abdo has granted to Mr. Alan Levan a proxy to vote the shares of our Class B Common Stock that Mr. Abdo beneficially owns. As a result, the shares of our Class B Common Stock beneficially owned by Mr. Abdo are included in Mr. Alan Levan’s beneficial holdings in the table. Mr. Abdo has also agreed not to sell any of his shares of our Class B Common Stock without first converting those shares into shares of our Class A Common Stock. Pursuant to the agreement, Mr. Alan Levan and Mr. Abdo have also agreed to vote their shares of our Class B Common Stock in favor of the election of the other to our Board of Directors for so long as they are willing and able to serve as directors. The agreement also provides for Mr. Jarett Levan to succeed to Mr. Alan Levan’s rights under the agreement in the event of Mr. Alan Levan’s death or disability.

Mr. Alan Levan and Mr. Jarett Levan are parties to an agreement pursuant to which Mr. Jarett Levan has agreed to vote the shares of our 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 our Class B Common Stock. As a result, the shares of our Class B Common Stock beneficially owned by Mr. Jarett Levan are included in Mr. Alan Levan’s beneficial holdings in the table. Mr. Jarett Levan has also agreed, subject to certain exceptions, not to transfer certain of his shares of our Class B Common Stock and to obtain the consent of Mr. Alan Levan prior to the conversion of his shares of our Class B Common Stock into shares of our Class A Common Stock if the effect of such conversion or sale would reduce his ownership of our Class B Common Stock below a specified number of shares. Pursuant to the agreement, Mr. Alan Levan and Mr. Jarett Levan have also agreed to vote their shares of our Class B Common Stock in favor of the election of the other to our Board of Directors for so long as they are willing and able to serve as directors.

Mr. Jarett Levan and Mr. Wise are parties to an agreement pursuant to which Mr. Wise has agreed to vote the shares of our 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 our Class B Common Stock are voted. As a result of this agreement and the above-described agreement between Mr. Alan Levan and Mr. Jarett Levan, the shares of our Class B Common Stock beneficially owned by Mr. Wise are included in Mr. Alan Levan’s beneficial holdings in the table. Mr. Wise has also agreed, subject to certain exceptions, not to transfer certain of his shares of our Class B Common Stock or convert such shares of Class B Common Stock into shares of our Class A Common Stock, in each case, without first offering Mr. Jarett Levan the right to purchase such shares. Pursuant to the agreement, Mr. Jarett Levan and Mr. Wise have also agreed to vote their shares of our Class B Common Stock in favor of the election of the other to our Board of Directors for so long as they are willing and able to serve as directors.

Mr. Wise’s holdings of our Class A Common Stock include 50 shares held in his spouse’s IRA which he may be deemed to beneficially own.

Dr. Wertheim’s ownership was reported in a Rebuttal of Control Agreement filed on December 20, 1996 with the Office of Thrift Supervision (as adjusted for stock splits since the date of filing). The Rebuttal of Control Agreement indicated that Dr. Wertheim had no intention to directly or indirectly manage or control the Company. Dr. Wertheim’s mailing address, as reported by him, is 191 Leucadendra Drive, Coral Gables, Florida 33156.

Based on the Schedule 13G/A (Amendment No. 1) filed jointly with the SEC on January 17, 2023 by Mink Brook Partners LP, Mink Brook Opportunity Fund LP, Mink Brook Capital GP LLC and William Mueller. The Schedule 13G/A reports that (i) Mink Brook Partners LP owns and has shared voting and investment power over 408,450 shares of Class A Common Stock, (ii) Mink Brook Opportunity Fund LP owns and has shared voting and investment power over 405,247 shares of Class A Common Stock and (iii) each of William Mueller and Mink Brook Capital GP LLC may be deemed to have shared voting and investment power over all of the shares held by Mink Brook Partners LP and Mink Brook Opportunity Fund LP.”

(a)(1)(A)

(a)(1)(B)

(a)(1)(C)

(a)(1)(D)

(a)(1)(E)

(a)(1)(F)

(b)

(d)(1)

(d)(2)

(d)(3)

(d)(4)

(d)(5)

(d)(6)

(d)(7)

(d)(8)

(d)(9)

(g)

(h)

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