SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
LEVAN JARETT

(Last) (First) (Middle)
201 EAST LAS OLAS BOULEVARD
SUITE 1900

(Street)
FORT LAUDERDALE FL 33301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BBX Capital, Inc. [ BBXIA/B ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $0.01 per share 01/31/2024 J 17,622(3) A $0 643,866(1)(2) D
Class A Common Stock, par value $0.01 per share 01/31/2024 J 29,748(3) A $0 29,748(1)(2) I Jarett Levan Investment Trust U/A DTD 12/2/1998
Class A Common Stock, par value $0.01 per share 02/02/2024 P 5,934(4) A $11.08 35,682(1)(2) I Jarett Levan Investment Trust U/A DTD 12/2/1998
Class A Common Stock, par value $0.01 per share 01/31/2024 J 91,096(3) A $0 91,096(1)(2) I Jarett Levan Children's Trust DTD 12/2/1998
Class A Common Stock, par value $0.01 per share 02/02/2024 P 409,461(4) A $11.08 500,557(1)(2) I Jarett Levan Childrens' Trust DTD 12/2/1998
Class A Common Stock, par value $0.01 per share 480(1) I By reporting person as UTMA custodian for children
Class B Common Stock, par value $0.01 per share 4,271(1) I Jarett Levan Investment Trust U/A 12/2/1998
Class B Common Stock, par value $0.01 per share 13,078(1) I By reporting person as UTMA custodian for children
Class B Common Stock, par value $0.01 per share 660,616(1) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Shares of the issuer's Class B Common Stock are convertible on a share-for-share basis into the issuer's Class A Common Stock at any time in the holder's discretion.
2. Levan Partners, LLC, a shareholder of the issuer and affiliate of the reporting person, distributed to its members, including the reporting person and his investment trust, and UTMA for his children, all 986,197 shares of the issuer's Class A Common Stock that it owned. Following receipt of the shares distributed by Levan Partners, LLC, certain members of Levan Partners, LLC sold 415,395 shares of the issuer's Class A Common Stock to the reporting person in privately-negotiated transactions at a price of $11.08 per share.
3. Represents the shares received from Levan Partners, LLC in connection with the distribution of its shares of the issuer's Class A Common Stock, as described in footnote 2.
4. Represents the shares of the issuer's Class A Common Stock purchased from other members of Levan Partners, LLC as described in footnote 2.
/s/ Brett Sheppard, Chief Financial Officer, BBX Capital Inc., Attorney-in-Fact for Jarett Levan 02/02/2024
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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