Sec Form 4 Filing - LEVAN ALAN B @ BFC FINANCIAL CORP - 2015-02-20

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 LEVAN ALAN B 2. Issuer Name and Ticker or Trading Symbol BFC FINANCIAL CORP [ BFCF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, CEO & President (Last) (First) (Middle) 401 EAST LAS OLAS BOULEVARD, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2015 (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 02/20/2015 S( 1 ) 56,500 D $ 3.25 2,713,550 ( 2 ) ( 3 ) D Class A Common Stock, par value $0.01 per share 02/20/2015 S( 1 ) 56,500 D $ 3.25 5,011,048 ( 2 ) I By Levan Partners, LLC Class A Common Stock, par value $0.01 per share 1,270,294 ( 2 ) I By Florida Partners Corporation Class A Common Stock, par value $0.01 per share 11,440 ( 2 ) I By spouse Class A Common Stock, par value $0.01 per share 12,237 I By Jarett Levan Children's Trust Class A Common Stock, par value $0.01 per share 12,237 I By Donald Levan Children's Trust Class A Common Stock, par value $0.01 per share 12,237 I By Rachelle Levan Children's Trust Class B Common Stock, par value $0.01 per share 1,335,267 ( 2 ) ( 4 ) D Class B Common Stock, par value $0.01 per share 1,684,571 ( 2 ) ( 4 ) I By Levan BFC Stock Partners, LP Class B Common Stock, par value $0.01 per share 707,882 ( 2 ) I By Levan Partners, LLC Class B Common Stock, par value $0.01 per share 133,314 ( 2 ) I By Florida Partners Corporation Class B Common Stock, par value $0.01 per share 1,200 ( 2 ) I By spouse

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEVAN ALAN B 401 EAST LAS OLAS BOULEVARD SUITE 800 FORT LAUDERDALE, FL33301 X X Chairman, CEO & President Signatures /s/ John K. Grelle, Executive Vice President and Chief Financial Officer, BFC Financial Corporation, Attorney-in-Fact for Alan B. Levan 02/24/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These sales were effected pursuant to the previously disclosed Rule 10b5-1 Trading Plans entered into by the reporting person and Levan Partners, LLC on September 19, 2014. ( 2 )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. ( 3 )Includes 416,135 shares now held by the reporting person as shares of Class A Common Stock, but which were previously included as part of the reporting person's holdings of shares of Class B Common Stock. 334,885 of such Class B shares were transferred during October 2014 from Levan BFC Stock Partners, LP (through which the reporting person indirectly beneficially owned the shares) to the reporting person so that they were held directly by him. Those 334,885 shares together with an additional 81,250 Class B shares owned directly by the reporting person were subsequently converted into shares of Class A Common Stock pursuant to the previously disclosed conversion feature of the issuer's Class B Common Stock as described in footnote 2 above. ( 4 )Reflects the conversion of shares of Class B Common Stock into shares of Class A Common Stock as set forth in footnote 3 above.

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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