Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Borick Kenneth
  2. Issuer Name and Ticker or Trading Symbol
ST JOE CO [JOE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, General Counsel
(Last)
(First)
(Middle)
133 SOUTH WATERSOUND PARKWAY
3. Date of Earliest Transaction (Month/Day/Year)
02/10/2013
(Street)

WATERSOUND, FL 32413
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 02/10/2013   M   399 A (1) 12,248 D  
Common Stock 02/10/2013   F   131 (2) D $ 22.92 12,117 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 27.88               (3) 02/17/2013 Common 2,250   2,250 D  
Stock Options (Right to Buy) $ 32.65               (3) 08/18/2013 Common 1,200   1,200 D  
Stock Options (Right to Buy) $ 54.05               (3) 02/12/2017 Common 2,595   2,595 D  
Restricted Stock Units (4) 02/10/2013   M     399   (5)   (5) Common 399 (1) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Borick Kenneth
133 SOUTH WATERSOUND PARKWAY
WATERSOUND, FL 32413
      SVP, General Counsel  

Signatures

 /s/ Kenneth M. Borick   02/12/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On February 10, 2013, 399 of the Reporting Person's restricted stock units were settled for an equal number of shares of Common Stock.
(2) Reflects shares forfeited to pay taxes in connection with vesting of restricted stock award.
(3) These options are immediately exercisable.
(4) Each restricted stock unit represents a contingent right to receive one share of common stock.
(5) These restricted stock units vested in accordance with the following schedule: 398 vested each on the first and third anniversaries of the grant date (February 10, 2009) and 399 vested each on the second and fourth anniversaries of the grant date.

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