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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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^*

STEINBERG JOSEPH S

(Last)

(First)

(Middle)

C/O JEFFERIES FINANCIAL GROUP INC.

520 MADISON AVE.

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Jefferies Financial Group Inc. [ JEF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2019

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2019		A⁽¹⁾		1,363,102	A	$0⁽¹⁾	2,955,789	D
Common Stock	07/01/2019		A⁽¹⁾		185,622	D	$0⁽¹⁾	20,063,668	I⁽²⁾	(2)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option - Right to Buy	$25.25	07/01/2019		A⁽³⁾		2,000		⁽⁴⁾	08/08/2023	Common Stock	2,000	$0⁽³⁾	2,000	D
Option - Right to Buy	$22	07/01/2019		A⁽³⁾		2,000		⁽⁵⁾	08/04/2022	Common Stock	2,000	$0⁽³⁾	2,000	D
Option - Right to Buy	$20.25	07/01/2019		A⁽³⁾		2,000		⁽⁶⁾	07/14/2021	Common Stock	2,000	$0⁽³⁾	2,000	D
Option - Right to Buy	$23.925	07/01/2019		A⁽³⁾		2,000		⁽⁷⁾	07/15/2020	Common Stock	2,000	$0⁽³⁾	2,000	D

Explanation of Responses:

1. Acquisition pursuant to the Agreement and Plan of Merger by and among HomeFed Corporation ("HomeFed"), Jefferies Financial Group Inc. ("Jefferies") and Heat Merger Sub, LLC dated as of April 12, 2019, as amended by Amendment No. 1 to the Merger Agreement dated as of May 2, 2019 (as amended, the "Merger Agreement"), in exchange for common stock of HomeFed in the ratio of two shares of Jefferies for each share of HomeFed.

2. Includes 206,972 shares beneficially owned by Mr. Steinberg's wife and an aggregate of 19,856,696 shares held indirectly through corporations that are owned by Mr. Steinberg and trusts for the benefit of Mr. Steinberg's family.

3. Acquisition pursuant to the Merger Agreement in exchange for options to purchase shares of common stock of HomeFed in the ratio of two shares of Jefferies for each share of HomeFed (with a concurrent exercise price adjustment).

4. The options vest at a rate of 25% per year, commencing on August 8, 2019.

5. The options vest at a rate of 25% per year, commencing on August 4, 2018.

6. The options vest at a rate of 25% per year, commencing on July 14, 2017.

7. The options vest at a rate of 25% per year, commencing on July 15, 2016.

Remarks:

	/s/ Roland T. Kelly, by power of attorney	07/01/2019
	** 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).
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