Form 4 - Statement of changes in beneficial ownership of securities
07 Maio 2024 - 7:17PM
Edgar (US Regulatory)
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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
|
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*
| C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C. |
| 5966 SOUTH DIXIE HIGHWAY, SUITE 300 |
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ST JOE Co
[ JOE ]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
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|
|
|
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3. Date of Earliest Transaction
(Month/Day/Year)
05/03/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
|
Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
05/03/2024 |
|
S |
|
57,000 |
D |
$58.26
|
19,167,624 |
D
|
|
| Common Stock |
05/06/2024 |
|
S |
|
36,600 |
D |
$58.96
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19,131,024 |
D
|
|
| Common Stock |
05/07/2024 |
|
S |
|
342,900 |
D |
$58.29
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18,788,124 |
D
|
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| Common Stock |
|
|
|
|
|
|
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606,866 |
D
|
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
| C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C. |
| 5966 SOUTH DIXIE HIGHWAY, SUITE 300 |
(Street)
Relationship of Reporting Person(s) to Issuer
| X |
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
|
|
|
1. Name and Address of Reporting Person*
| C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C. |
| 5966 SOUTH DIXIE HIGHWAY, SUITE 300 |
(Street)
Relationship of Reporting Person(s) to Issuer
|
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
|
|
|
| Explanation of Responses: |
|
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Bruce R. Berkowitz, By: /s/ Erica K. Kapahi (Attorney in Fact) |
05/07/2024 |
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Fairholme Funds, Inc., By: Fairholme Capital Management, L.L.C., Investment Manager, Bruce R. Berkowitz, By: /s/ Erica K. Kapahi (Attorney in Fact) |
05/07/2024 |
|
** 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
KNOW ALL PERSONS BY THESE PRESENTS,
that the undersigned constitutes and appoints Erica K. Kapahi, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his capacity as the controlling person of the sole member of Fairholme Capital Management,
L.L.C., for the sole purpose of signing on his behalf any and all Regulatory Filings under the Securities Act of 1933, the Securities
Exchange Act of 1934, the Investment Advisers Act of 1940 and any amendments and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and thing requisite and necessary to accomplish the above, as
fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, and may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall continue effective until revoked by
me at any time.
Dated this 9th day of April, 2020.
| /s/ Bruce R. Berkowitz |
|
| Bruce R. Berkowitz |
|
KNOW ALL PERSONS BY THESE PRESENTS,
that the undersigned constitutes and appoints Erica K. Kapahi, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his capacity as the controlling person of the sole member of Fairholme Capital Management,
L.L.C., for the sole purpose of signing on his behalf any and all Regulatory Filings under the Securities Act of 1933, the Securities
Exchange Act of 1934, the Investment Advisers Act of 1940 and any amendments and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and thing requisite and necessary to accomplish the above, as
fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, and may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall continue effective until revoked by
me at any time.
Dated this 9th day of April, 2020.
| /s/ Bruce R. Berkowitz |
|
| Bruce R. Berkowitz |
|
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