13D Filing: Fairholme (FAIRX) and St Joe Co (JOE)

UNITED
STATES

SECURITIES AND
EXCHANGE COMMISSION

WASHINGTON,
DC 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

(Amendment No. 19)*

   No material changes from the Schedule
13D filed by the Reporting Persons on October 14,    2010.

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

(a-e)
As of the date hereof, Fairholme may be deemed to be the beneficial owner of 27,002,485 Shares (40.5%) of the Issuer, the Fund
may be deemed to be the beneficial owner of 23,636,502 Shares (35.4%) of the Issuer and Mr. Berkowitz may be deemed to be the beneficial
owner of 27,002,485 Shares (40.5%) of the Issuer, based upon the 70,432,071 Shares outstanding as of July 31, 2017, according to
the 10-Q filed by the Issuer on August 3, 2017, minus the 3,742,111 Shares repurchased by the Issuer according to the 8-K filed
by the Issuer on September 21, 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 27,002,485 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 27,002,485
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.

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

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.

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 September 22,
2017 relating to the Common Stock of The St. Joe Company shall be filed on behalf of the undersigned.

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 22nd day of September, 2017.

Fairholme Capital Management, LLC

By: Fairholme Holdings, LLC, Sole Member

Exhibit B

Transactions in Accounts Managed by
Fairholme Capital Management, L.L.C.