Sec Form 4 Filing - STERLING NEIL @ BFC FINANCIAL CORP - 2014-03-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person STERLING NEIL 2. Issuer Name and Ticker or Trading Symbol BFC FINANCIAL CORP [ BFCF/BFCFB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 401 EAST LAS OLAS BLVD, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 03/20/2014 (Street) FORT LAUDERDALE, FL33301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/20/2014 S 12,875 D $ 3.7744 ( 2 ) 14,303 D Class A Common Stock, par value $0.01 per share 03/21/2014 M 25,148 A $ 0.41 39,451 D Class B Common Stock, par value $0.01 per share 03/21/2014 M 6,250 A $ 0.41 6,250 ( 1 ) D Class A Common Stock, par value $0.01 per share 03/21/2014 C 6,250 A $ 0 ( 1 ) 45,701 D Class A Common Stock, par value $0.01 per share 03/21/2014 S 45,701 D $ 3.5486 ( 3 ) 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Class A Stock Option $ 0.41 03/21/2014 M 25,148 06/04/2007 06/04/2017 Class A Common Stock, par value $0.01 per share 25,148 $ 0 0 D Class B Stock Option $ 0.41 03/21/2014 M 6,250 07/28/2004 07/28/2014 Class B Common Stock, par value $0.01 per share 6,250 ( 1 ) $ 0 0 D Class B Common Stock, par value $0.01 per share ( 1 ) 03/21/2014 C 6,250 ( 1 ) ( 1 ) Class A Common Stock, par value $0.01 per share 6,250 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STERLING NEIL 401 EAST LAS OLAS BLVD SUITE 800 FORT LAUDERDALE, FL33301 X Signatures John K. Grelle, Chief Financial Officer, BFC Financial Corporation, Attorney-In-Fact for Neil Allen Sterling 03/24/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As set forth in the third row of Table I and the second row of Table II, on March 21, 2014, the reporting person exercised an option to purchase 6,250 shares of the issuer's Class B Common Stock. As set forth in the fourth row of Table I and the third row of Table II, immediately following the option exercise described in the preceding sentence, the reporting person converted the 6,250 shares of the issuer's Class B Common Stock acquired upon the option exercise into the same number of shares of the issuer's Class A Common Stock. As a result of the conversion of those 6,250 shares of the issuer's Class B Common Stock, the reporting person does not currently beneficially own any shares of the issuer's Class B Common Stock. The issuer's Class B Common Stock was convertible into the issuer's Class A Common Stock at any time on a one-for-one basis, and had no expiration date. ( 2 )Represents the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $3.76 per share to $3.81 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the preceeding sentence. ( 3 )Represents the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $3.53 per share to $3.62 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the preceeding sentence.

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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