SEC FORM
4
SEC Form 4
| FORM 4 |
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
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
| 245 RIVERSIDE AVENUE |
| SUITE 500 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ST JOE CO
[ JOE ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| President, COO & CFO |
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3. Date of Earliest Transaction
(Month/Day/Year)
02/23/2005
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| 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)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
02/23/2005 |
|
M |
|
29,170 |
A |
$16.69
|
379,150 |
D |
|
| Common Stock |
02/23/2005 |
|
M |
|
45,000 |
A |
$28.29
|
424,150 |
D |
|
| Common Stock |
02/23/2005 |
|
M |
|
23,181 |
A |
$29
|
447,331 |
D |
|
| Common Stock |
02/23/2005 |
|
F |
|
59,057 |
D |
$70.35
|
388,274 |
D |
|
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Option (right to buy) |
$16.69
|
02/23/2005 |
|
M |
|
|
29,170 |
02/22/2005 |
02/22/2010 |
Common Stock |
29,170 |
$0.00
|
0 |
D |
|
| Stock Option (right to buy) |
$28.29
|
02/23/2005 |
|
M |
|
|
45,000 |
|
08/21/2011 |
Common Stock |
45,000 |
$0.00
|
45,000 |
D |
|
| Stock Option (right to buy) |
$29
|
02/23/2005 |
|
M |
|
|
23,181 |
|
08/19/2012 |
Common Stock |
23,181 |
$0.00
|
75,000 |
D |
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| Explanation of Responses: |
|
|
| Remarks: |
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|
/s/ Reece B. Alford, by power of attorney |
02/25/2005 |
|
** Signature of Reporting Person |
Date |
| 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
Know all by these presents, that the undersigned
hereby constitutes and appoints each of Christine M. Marx and Reece B.
Alford, signing singly, the undersigned's true and lawful attorney-in-fact
to:
1. execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of The St. Joe Company
(the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder, and any other
forms or reports the undersigned may be required to file in connection with
the undersigned's ownership, acquisition, or disposition of securities of
the Company;
2. do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete and execute
any such Form 3, 4, or 5, or other form or report, and timely file such
form or report with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
3. take any other
action of any type whatsoever in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.
The undersigned hereby
grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute or substitutes, shall lawfully do or
cause to be done by the virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
This Power of Attorney shall remain in full
force and effect until the undersigned is no longer required to file Forms
3, 4, and 5 with respect to the undersigned's holdings of and transactions
in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of this 22nd day of February,
2005.
/s/ Kevin M. Twomey
Signature
Kevin M. Twomey
Print Name
