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

(a-e)  As of the date hereof, Fairholme may be deemed to be the beneficial owner of 25,128,057 Shares (34.9%) of the Issuer, the Fund may be deemed to be the beneficial owner of 23,136,502 Shares (32.1%) of the Issuer and Mr. Berkowitz may be deemed to be the beneficial owner of 25,128,057 Shares (34.9%) of the Issuer, based upon the 71,969,882 Shares outstanding as of May 1, 2017, 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 23,364,702 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 23,364,702 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 25,128,057 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 25,128,057 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.