Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		065908600

Amendment No. 3 to Schedule 13D

     This Amendment No. 3 to Schedule 13D is being filed by BFC Financial Corporation, a Florida corporation (“BFC”), to amend to the extent expressly set forth herein the Schedule 13D filed on August 28, 2008, as previously amended by Amendment No. 1 and Amendment No. 2 to Schedule 13D filed on December 17, 2008 and October 28, 2009, respectively, relating to the Class A Common Stock, par value $0.01 per share, of BankAtlantic Bancorp, Inc., a Florida corporation (the “Issuer”). The Issuer’s principal executive offices are located at 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33309.

Item 3: Source and Amount of Funds or Other Consideration

     BFC used funds from working capital to purchase the 10,000,000 shares of the Issuer’s Class A Common Stock reported hereby. The aggregate purchase price for such shares was $15 million.

Item 4: Purpose of Transaction

     As described in further detail in the Issuer’s prospectus supplement dated June 18, 2010 (the “Prospectus Supplement”), the Issuer conducted a rights offering (the “Rights Offering”) to its shareholders as of the close of business on June 14, 2010 (the “Record Date”). In the Rights Offering, the Issuer distributed to each eligible shareholder 0.327 subscription rights for each share of the Issuer’s Class A Common Stock and Class B Common Stock owned as of the close of business on the Record Date. Fractional subscription rights were rounded up to the next largest whole number. Each subscription right (sometimes referred to herein as a “Basic Subscription Right”) entitled the holder thereof to purchase one share of the Issuer’s Class A Common Stock at the purchase price of $1.50 per share. Shareholders who exercised their Basic Subscription Rights in full were also given the opportunity to request (sometimes referred to herein as an “Over-Subscription Request”) to purchase additional shares of the Issuer’s Class A Common Stock that remained unsubscribed for at the expiration of the Rights Offering at the same $1.50 per share purchase price, subject to the determinations and allocations described in the Prospectus Supplement. The Rights Offering commenced on June 18, 2010 and expired on July 20, 2010.

     BFC acquired an aggregate of 10,000,000 shares of the Issuer’s Class A Common Stock in the Rights Offering. BFC exercised its Basic Subscription Rights to purchase 5,986,865 shares, and the remaining 4,013,135 shares were acquired by BFC pursuant to its Over-Subscription Request.

     BFC may be deemed to currently control the Issuer by virtue of its ownership and voting position. Notwithstanding BFC’s controlling interest in the Issuer, BFC does not currently have any plans that would result in any of the occurrences enumerated in (a) through (j) of this Item 4. However, BFC may from time to time make additional investments in securities of the Issuer or sell all or any part of its investment in the Issuer, in each case either in the open market or privately negotiated transactions, or otherwise formulate a plan or make a proposal to the Issuer relating to any of the other occurrences enumerated in (a) through (j) of this Item 4. Additionally,

Alan B. Levan and John E. Abdo (each of whom may be deemed to control BFC and serve as executive officers and directors of BFC) serve as Chairman and Chief Executive Officer of the Issuer and Vice Chairman of the Issuer, respectively, and, in such capacities, may in the future formulate a plan or make a proposal relating to any of the occurrences enumerated in (a) through (j) of this Item 4. These plans and proposals may relate to capital raising activities, including the potential issuance of the Issuer’s securities in public or private offerings which may be pursued at the Issuer’s parent company level, directly by the Issuer’s bank subsidiary or both. In addition, the Issuer previously announced that its Board of Directors is considering adopting a shareholder rights plan. While the shareholder rights plan, as currently contemplated, would not be adopted in response to any attempt to acquire control of the Issuer, the shareholder rights plan, if adopted, could have an anti-takeover effect and would be an impediment to a proposed takeover which is not approved by the Issuer’s Board of Directors. The Issuer may also from time to time in the future award to its executive officers and directors, including Messrs. Alan Levan and Abdo, Jarett Levan (who serves as an executive officer of the Issuer and a director of BFC) and D. Keith Cobb (who serves as a director of BFC and the Issuer), restricted shares of the Issuer’s Class A Common Stock and/or options to purchase shares of the Issuer’s Class A Common Stock, in each case under the Issuer’s stock incentive plans. Any such grants will be determined and approved by the Compensation Committee of the Issuer’s Board of Directors.

Item 5: Interest in Securities of the Issuer

     BFC and, to the best of its knowledge, its executive officers, directors and control persons, currently beneficially own shares of the Issuer’s Class A Common Stock as set forth in the following table. Unless otherwise noted, each beneficial owner has sole voting and investment power over the shares of the Issuer’s Class A Common Stock beneficially owned.

		Class A Common				Percent of
		Stock Ownership				Class A Common Stock(1)
BFC Financial Corporation(2)			27,333,428	(3)(4)(5)			43.2	%(3)
Alan B. Levan(2)			28,063,601	(6)(7)(8)			44.3	%(6)
John E. Abdo(2)			28,041,113	(6)(7)(8)			44.3	%(6)
Jarett Levan			189,088	(8)				*
D. Keith Cobb			58,535	(8)(9)				*
William Nicholson			7,368	(4)				*
Seth M. Wise			1,406	(4)(7)				*
William Scherer			296					*
Darwin Dornbush			133	(4)				*
Maria R. Scheker			62	(4)				*

     Other than as described herein, neither BFC, nor, to the best of its knowledge, any of its executive officers, directors or control persons, has effected any transaction in any shares of the Issuer’s Class A Common Stock during the past 60 days.

Signature

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

July 30, 2010
Date

BFC Financial Corporation

/s/ John K. Grelle
Signature

John K. Grelle/Executive Vice President and Chief Financial Officer
Name/Title