UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

Under The Securities Exchange Act of 1934

(Amendment No. 20)*

 

The St. Joe Company
(Name of Issuer)

  

Common Stock
(Title of Class of Securities)

  

790148100
(CUSIP Number)

  

Bruce R. Berkowitz

c/o Fairholme Capital Management, L.L.C.

4400 Biscayne Boulevard, 9th Floor

Miami, FL 33137

(305) 358-3000

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

Notices and Communications)

 

November 1, 2017
(Date of Event Which Requires Filing of this Statement)

  

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [__].
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
   
*   The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 

CUSIP No. 790148100    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Fairholme Capital Management, L.L.C.  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)   [_]
    (b)   [X]

 

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS*  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   [_]
     
     

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  24,210,302  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER   [_]
     
  26,201,385  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING  
 

PERSON

 

  
  26,201,385  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES  
  CERTAIN SHARES*  
     

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  39.5%  

 

14. TYPE OF REPORTING PERSON*  
     
     
  IA  
     

 

 
 

 

CUSIP No. 790148100    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Bruce R. Berkowitz  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)   [__]
    (b)   [X]

 

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS*  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   [_]
     
     

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States of America  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  24,210,302  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER   [_]
     
  26,201,385  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING  
 

PERSON

 

  
  26,201,385  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES  
  CERTAIN SHARES*  
     

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  39.5%  

 

14. TYPE OF REPORTING PERSON*  
     
     
  IN, HC  
     

 

 
 

 

CUSIP No. 790148100    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Fairholme Funds, Inc.  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)   [__]
    (b)   [X]

 

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS*  
     
  WC  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   [_]
     
     

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Maryland  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  23,636,502  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER   [_]
     
  23,636,502  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING  
 

PERSON

 

  
  23,636,502  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES  
  CERTAIN SHARES*  
     

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  35.6%  

 

14. TYPE OF REPORTING PERSON*  
     
  IV  
     

 

 
 

 

 

CUSIP No. 790148100    
     

 

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 April 26, 2017.  
     

  

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 26,201,385 Shares (39.5%) of the Issuer, the Fund may be deemed to be the beneficial owner of 23,636,502 Shares (35.6%) of the Issuer and Mr. Berkowitz may be deemed to be the beneficial owner of 26,201,385 Shares (39.5%) of the Issuer, based upon the 66,321,224 Shares outstanding as of October 30, 2017, according to the 10-Q filed by the Issuer on November 2, 2017. Of the 23,636,502 Shares deemed to be beneficially owned by the Fund, 23,136,502 are owned by the Fairholme Fund and 500,000 are owned by The Fairholme Allocation Fund, each a series of the Fund.

 

 

 

 

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 24,210,302 Shares, the Fund has the shared power to vote or direct the vote of 23,636,502 Shares and Mr. Berkowitz has the shared power to vote or direct the vote of 24,210,302 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 26,201,385 Shares, the Fund has the shared power to dispose or direct the disposition of 23,636,502 Shares and Mr. Berkowitz has the shared power to dispose or direct the disposition of 26,201,385 Shares to which this filing relates.

 

The Reporting Persons have not effected any transactions in the Shares during the 60 days prior to the date of this filing.

 

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.  

 

 No material changes from the Schedule 13D filed by the Reporting Persons on April 26, 2017.

     
     

 

Item 7. Material to be Filed as Exhibits.  

 

Exhibit A Joint Filing Statement  
     
     
 
 

 

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.

 

  November 3, 2017
 

(Date)

 

  Fairholme Capital Management, L.L.C.
   
  By: /s/ Paul Thomson
  Chief Compliance Officer
   
  Bruce R. Berkowitz
   
  By: /s/ Paul Thomson
  (Attorney-in-fact)
   
   
 

Fairholme Funds, Inc.

 

  By: /s/ Paul Thomson
 

Chief Compliance Officer

Fairholme Capital Management, L.L.C.

   

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

 

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 November 3, 2017 relating to the Common Stock of The St. Joe Company shall be filed on behalf of the undersigned.

 

  November 3, 2017
  (Date)
   
  Fairholme Capital Management, L.L.C.
   
  By: /s/ Paul Thomson
  Chief Compliance Officer
   
  Bruce R. Berkowitz
   
  By: /s/ Paul Thomson
  (Attorney-in-fact)
   
   
 

Fairholme Funds, Inc.

 

  By: /s/ Paul Thomson
 

Chief Compliance Officer

Fairholme Capital Management, L.L.C.

  

 

 

 

 

 
 

LIMITED POWER OF ATTORNEY

 

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Paul R. Thomson, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his capacity as the controlling person of the sole member of Fairholme Capital Management, LLC, for the sole purpose of signing on his behalf any and all Regulatory Filings under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and any amendments and supplements thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to accomplish the above, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, and may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall continue effective until revoked by me at any time.

 

 

 

 

Dated this 3rd day of November, 2017.

 

Fairholme Capital Management, LLC

 

By: Fairholme Holdings, LLC, Sole Member

 

By: /s/  Bruce R. Berkowitz  
Bruce R. Berkowitz, Controlling Person