Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
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 and President
(Last)
(First)
(Middle)
2100 WEST CYPRESS CREEK ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
09/21/2009
(Street)

FORT LAUDERDALE, FL 33309		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 09/21/2009   J(1)   68,412 (2) A (2) 68,412 (3) D  
Class A Common Stock, par value $0.01 per share 09/21/2009   J(1)   382 (2) A (2) 1,299,130 (3) I By Levan Enterprises, Ltd.
Class A Common Stock, par value $0.01 per share               4,662,929 (3) I By I.R.E. Properties, Inc.
Class A Common Stock, par value $0.01 per share               1,270,294 (3) I By Florida Partners Corporation
Class A Common Stock, par value $0.01 per share               11,440 (3) I Owned by spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)		 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 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 B Stock Option $ 0.41 09/21/2009   A   210,579   02/07/2008 02/07/2013 Class B Common Stock, par value $0.01 per share 210,579 (4) 210,579 D  
Class B Stock Option $ 1.84 09/21/2009   D     210,579 02/07/2008 02/07/2013 Class B Common Stock, par value $0.01 per share 210,579 (4) 0 D  
Class B Stock Option $ 0.41 09/21/2009   A   93,750   07/28/2009 07/28/2014 Class B Common Stock, par value $0.01 per share 93,750 (4) 93,750 D  
Class B Stock Option $ 8.4 09/21/2009   D     93,750 07/28/2009 07/28/2014 Class B Common Stock, par value $0.01 per share 93,750 (4) 0 D  
Class A Stock Option $ 0.41 09/21/2009   A   75,000   07/11/2010 07/11/2015 Class A Common Stock, par value $0.01 per share 75,000 (4) 75,000 D  
Class A Stock Option $ 8.92 09/21/2009   D     75,000 07/11/2010 07/11/2015 Class A Common Stock, par value $0.01 per share 75,000 (4) 0 D  
Class A Stock Option $ 0.41 09/21/2009   A   75,000   06/05/2011 06/05/2016 Class A Common Stock, par value $0.01 per share 75,000 (4) 75,000 D  
Class A Stock Option $ 6.36 09/21/2009   D     75,000 06/05/2011 06/05/2016 Class A Common Stock, par value $0.01 per share 75,000 (4) 0 D  
Class A Stock Option $ 0.41 09/21/2009   A   75,000   06/04/2012 06/04/2017 Class A Common Stock, par value $0.01 per share 75,000 (4) 75,000 D  
Class A Stock Option $ 4.44 09/21/2009   D     75,000 06/04/2012 06/04/2017 Class A Common Stock, par value $0.01 per share 75,000 (4) 0 D  
Class A Stock Option $ 0.41 09/21/2009   A   152,680     (5) 09/21/2014 Class A Common Stock, par value $0.01 per share 152,680 $ 0 152,680 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LEVAN ALAN B
2100 WEST CYPRESS CREEK ROAD
FORT LAUDERDALE, FL 33309		   X   X   Chairman, CEO and President  

Signatures

 /s/ John K. Grelle, Executive Vice President and Chief Financial Officer, BFC Financial Corporation, Attorney-in-Fact for Alan B. Levan   09/23/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On September 21, 2009, Woodbridge Holdings Corporation ("Woodbridge") was merged with and into a wholly-owned subsidiary of the issuer. In connection with the merger, each oustanding share of Woodbridge's Class A Common Stock (other than shares owned by the issuer) was converted into the right to receive 3.47 shares of the issuer's Class A Common Stock. Prior to the merger, the issuer owned shares of Woodbridge's Class A Common Stock and Class B Common Stock representing approximately 24% of Woodbridge's total common equity and 59% of Woodbridge's total voting power.
(2) Received in connection with the merger in exchange for an aggregate of 19,825 shares of Woodbridge's Class A Common Stock. On the effective date of the merger, the closing price of Woodbridge's Class A Common Stock, as quoted on the Pink Sheets Electronic Quotation System, was $1.40 per share, and the closing price of the issuer's Class A Common Stock, as quoted on the Pink Sheets Electronic Quotation System, was $0.41per share.
(3) The reporting person may also be deemed to beneficially own the following number of shares of the issuer's Class B Common Stock which are convertible on a share-for-share basis into the issuer's Class A Common Stock at any time in the holder's discretion: 2,100,706 shares held directly; 146,865 shares held of record by Levan Enterprises, Ltd.; 561,017 shares held of record by I.R.E. Properties, Inc.; 133,314 shares held of record by Florida Partners Corporation; and 1,200 shares held of record by his wife.
(4) On September 21, 2009, the options previously granted to the reporting person on February 7, 2003, July 28, 2004, July 11, 2005, June 5, 2006, and June 4, 2007, respectively, were re-priced. These re-pricings are reported on this Form 4 as a cancellation of the original options and a grant of replacement options having the lower exercise prices set forth herein.
(5) The options will vest in four equal annual installments beginning on September 21, 2010.

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