(Amendment No. 14)*
| Item 1. |
Security and Issuer. |
No material changes from the Schedule 13D filed by the Reporting Persons on October 14, 2010.
| Item 2. |
Identity and Background. |
No material changes from the Schedule 13D filed by the Reporting Persons on October 14, 2010.
| Item 3. |
Source and Amount of Funds or Other Consideration. |
No material changes from the Schedule 13D filed by the Reporting Persons on October 14, 2010.
| Item 4. |
Purpose of Transaction. |
No material changes from the Schedule 13D filed by the Reporting Persons on November 8, 2013.
| Item 5. |
Interest in Securities of the Issuer. |
(a-e) As of the date hereof, Fairholme may be deemed to be the beneficial owner of 24,455,880 Shares (32.3%) of the Issuer, the Fund may be deemed to be the beneficial owner of 23,136,502 Shares (30.56%) of the Issuer and Mr. Berkowitz may be deemed to be the beneficial owner of 24,455,880 Shares (32.3%) of the Issuer, based upon the 75,707,983 Shares outstanding as of September 28, 2015, according to the Issuer.
Fairholme has the sole power to vote or direct the vote of 0 Shares, the Fund has the sole power to vote or direct the vote of 0 Shares and Bruce R. Berkowitz has the sole power to vote or direct the vote of 0 Shares to which this filing relates. Fairholme has the shared power to vote or direct the vote of 23,603,302 Shares, the Fund has the shared power to vote or direct the vote of 23,136,502 Shares and Mr. Berkowitz has the shared power to vote or direct the vote of 23,603,302 Shares to which this filing relates.
Fairholme has the sole power to dispose or direct the disposition of 0 Shares, the Fund has the sole power to dispose or direct the disposition of 0 Shares and Mr. Berkowitz has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates. Fairholme has the shared power to dispose or direct the disposition of 24,455,880 Shares, the Fund has the shared power to dispose or direct the disposition of 23,136,502 Shares and Mr. Berkowitz has the shared power to dispose or direct the disposition of 24,455,880 Shares to which this filing relates.
The transactions effected in the Shares during the 60 days prior to the date of this filing are set forth in Exhibit B and each transaction was an open-market transaction.
The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Not applicable.
| Item 7. |
Material to be Filed as Exhibits. |
Exhibit A Joint Filing Statement
| Exhibit B |
A description of the transactions in the Shares that were effected by the Reporting Persons during the 60 days prior to the date of this filing. |
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.
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September 30, 2015
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(Date)
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/s/ Bruce R. Berkowitz
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Fairholme Capital Management, L.L.C.
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By: /s/ Bruce R. Berkowitz
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Fairholme Funds, Inc.
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By: /s/ Bruce R. Berkowitz
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Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D/A dated September 30, 2015 relating to the Common Stock of The St. Joe Company shall be filed on behalf of the undersigned.
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/s/ Bruce R. Berkowitz
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Fairholme Capital Management, L.L.C.
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By:
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/s/ Bruce R. Berkowitz
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Fairholme Funds, Inc.
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By:
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/s/ Bruce R. Berkowitz
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Exhibit B
Transactions in Accounts Managed by Fairholme Capital Management, L.L.C.
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Transaction
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Date
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Shares
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Price
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SALE (1)
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8/21/2015
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2,200
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$
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16.78
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SALE (2)
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9/21/2015
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105,000
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$
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18.00
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(1) The securities were held in an account managed by Fairholme Capital Management, L.L.C. and were sold at the direction of an advisory client. Accordingly, Fairholme Capital Management, L.L.C. and Bruce R. Berkowitz are no longer deemed to be the beneficial owners of such securities.
(2) The securities were held in an account managed by Fairholme Capital Management, L.L.C. and were sold in an Issuer tender offer at the direction of an advisory client. Accordingly, Fairholme Capital Management, L.L.C. and Bruce R. Berkowitz are no longer deemed to be the beneficial owners of such securities.
SK 22146 0001 6837001 v2