SEC Filing | BankUnited, Inc.

View:

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

ROSS WILBUR L JR

(Last)

(First)

(Middle)

319 CLEMATIS STREET

ROOM 1000 (10TH FLOOR)

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BankUnited, Inc. [ BKU ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, par value $0.01 per share	03/13/2013		S⁽¹⁾		4,810,000	D	$24.745	8,911,131⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes
Common Stock, par value $0.01 per share								100	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)	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)

1. Name and Address of Reporting Person^*

ROSS WILBUR L JR

(Last)

(First)

(Middle)

319 CLEMATIS STREET

ROOM 1000 (10TH FLOOR)

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

El Vedado, LLC

(Last)

(First)

(Middle)

319 CLEMATIS STREET

ROOM 1000 (10TH FLOOR)

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WLR/GS Master Co-Investment, L.P.

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WLR Master Co-Investment GP LLC

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WLR IV PARALLEL ESC LP

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

INVESCO WLR IV Associates LLC

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Invesco Private Capital, Inc.

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WLR Recovery Fund IV LP

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WLR Recovery Associates IV LLC

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WL Ross Group, L.P.

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Explanation of Responses:

1. Reflects the sale of BankUnited, Inc.'s common stock, par value $0.01 per share ("Common Stock"), consisting of 4,361,096 shares sold by WLR Recovery Fund IV, L.P., 17,514 shares sold by WLR IV Parallel ESC, L.P. and 431,390 shares sold by WLR/GS Master Co-Investment, L.P. in a secondary offering of BankUnited, Inc. that closed on March 13, 2013.

2. Each of the reporting persons disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

3. WLR Recovery Fund IV, L.P. ("Fund IV") owns 8,079,479 shares of Common Stock of the issuer. Wilbur L. Ross, Jr. is the president and chief executive officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of Fund IV. WL Ross & Co. LLC serves as the investment manager to Fund IV. Accordingly, each of WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC may be deemed to be a beneficial owner of some or all the shares of Common Stock owned by Fund IV.

4. WLR IV Parallel ESC, L.P. (the "Parallel Fund") owns 32,448 shares of Common Stock of the issuer. Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC and the chairman and president of Invesco Private Capital, Inc. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which in turn is the general partner of the Parallel Fund. INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have entered into a parallel investment agreement pursuant to which WLR Recovery Associates IV LLC has been appointed as representative and attorney of the Parallel Fund to, among other things, exercise all rights, powers and privileges with respect to the Common Stock owned by the Parallel Fund and to take whatever action, including voting such Common Stock, as WLR Recovery Associates IV LLC (continued in footnote 5).

5. (continued from footnote 4) in its discretion deems fit. Accordingly, each of Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P., WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC may be deemed to be a beneficial owner of some or all the shares of Common Stock owned by the Parallel Fund.

6. WLR/GS Master Co-Investment L.P. (the "Co-Invest Fund") owns 799,204 shares of Common Stock of the issuer. Wilbur L. Ross, Jr. is the president and chief executive officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Master Co-Investment GP, LLC. WLR Master Co-Investment GP, LLC is the general partner of the Co-Invest Fund. WL Ross & Co. LLC serves as the investment manager to the Co-Invest Fund. Accordingly, each of WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Master Co-Investment GP, LLC may be deemed to be a beneficial owner of some or all the shares of Common Stock owned by the Co-Invest Fund.

Remarks:

Due to technical limitations in the number of reporting persons that can be included in a Section 16 filing, this Form 4 is being filed in two separate filings. Please see exhibit 99.1 (Joint Filer Information) attached hereto. This is filing no. 1 of 2. Filing no. 2 is made solely for the purpose of including WL Ross & Co. LLC as a reporting person in this Form 4.

	/s/ Rajinder P. Singh, as Attorney-in-Fact	03/15/2013
	** 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.

Unassociated Document

Exhibit 99.1

Joint Filer Information

Name of Joint Filer:

WLR RECOVERY FUND IV, L.P.

Address of Joint Filer:	c/o WL Ross & Co. LLC
	1166 Avenue of the Americas

New York, NY 1136

Relationship of Joint Filer to Issuer:

10% Owner

Issuer Name and Ticker or Trading Symbol:

BankUnited, Inc. (BKU)

Date of Earliest Transaction
(Month/Day/Year):	3/13/2013

Designated Filer:

Wilbur L. Ross Jr.

Signature:

WLR RECOVERY FUND IV, L.P.

By:	WLR Recovery Associates IV LLC,
	its General Partner
By:	WL Ross Group, L.P.,
	its Managing Member
By:	El Vedado, LLC,
	its General Partner

By:	/s/ Michael Gibbons
	Name: Michael Gibbons
	Title: Authorized Person

March 15, 2013

Joint Filer Information

Name of Joint Filer:

WLR RECOVERY ASSOCIATES IV LLC

Address of Joint Filer:	c/o WL Ross & Co. LLC
	1166 Avenue of the Americas

New York, NY 1136

Relationship of Joint Filer to Issuer:

10% Owner

Issuer Name and Ticker or Trading Symbol:

BankUnited, Inc. (BKU)

Date of Earliest Transaction
(Month/Day/Year):	3/13/2013

Designated Filer:

Wilbur L. Ross Jr.

Signature:

WLR RECOVERY ASSOCIATES IV LLC

By:	WL Ross Group, L.P.,
	its Managing Member
By:	El Vedado, LLC, its General Partner

By:	/s/ Michael Gibbons
	Name: Michael Gibbons
	Title: Authorized Person

March 15, 2013

Joint Filer Information

Name of Joint Filer:

WL ROSS GROUP, L.P.

Address of Joint Filer:	c/o WL Ross & Co. LLC
	1166 Avenue of the Americas

New York, NY 1136

Relationship of Joint Filer to Issuer:

10% Owner

Issuer Name and Ticker or Trading Symbol:

BankUnited, Inc. (BKU)

Date of Earliest Transaction
(Month/Day/Year):	3/13/2013

Designated Filer:

Wilbur L. Ross Jr.

Signature:

WL ROSS GROUP, L.P.

By:	El Vedado, LLC, its General Partner

By:	/s/ Michael Gibbons
	Name: Michael Gibbons
	Title: Authorized Person

March 15, 2013

Joint Filer Information

Name of Joint Filer:

EL VEDADO, LLC

Address of Joint Filer:	319 Clematis Street, Room 1000 (10th Floor)
	West Palm Beach, FL 33401

Relationship of Joint Filer to Issuer:

10% Owner

Issuer Name and Ticker or Trading Symbol:

BankUnited, Inc. (BKU)

Date of Earliest Transaction
(Month/Day/Year):	3/13/2013

Designated Filer:

Wilbur L. Ross Jr.

Signature:

EL VEDADO, LLC

By:	/s/ Michael Gibbons
	Name: Michael Gibbons
	Title: Authorized Person

March 15, 2013

Joint Filer Information

Name of Joint Filer:

WLR/GS MASTER CO-INVESTMENT, L.P.

Address of Joint Filer:	c/o WL Ross & Co. LLC
	1166 Avenue of the Americas

New York, NY 1136

Relationship of Joint Filer to Issuer:

10% Owner

Issuer Name and Ticker or Trading Symbol:

BankUnited, Inc. (BKU)

Date of Earliest Transaction
(Month/Day/Year):	3/13/2013

Designated Filer:

Wilbur L. Ross Jr.

Signature:

WLR/GS MASTER CO-INVESTMENT, L.P.

By:	WLR Master Co-Investment GP, LLC
	its General Partner
By:	WL Ross Group, L.P.,
	its Managing Member
By:	El Vedado, LLC,
	its General Partner

By:	/s/ Michael Gibbons
	Name: Michael Gibbons
	Title: Authorized Person

March 15, 2013

Joint Filer Information

Name of Joint Filer:

WLR MASTER CO-INVESTMENT GP, LLC

Address of Joint Filer:	c/o WL Ross & Co. LLC
	1166 Avenue of the Americas

New York, NY 1136

Relationship of Joint Filer to Issuer:

10% Owner

Issuer Name and Ticker or Trading Symbol:

BankUnited, Inc. (BKU)

Date of Earliest Transaction
(Month/Day/Year):	3/13/2013

Designated Filer:

Wilbur L. Ross Jr.

Signature:

WLR MASTER CO-INVESTMENT GP, LLC

By:	WL Ross Group, L.P.,
	its Managing Member
By:	El Vedado, LLC, its General Partner

By:	/s/ Michael Gibbons
	Name: Michael Gibbons
	Title: Authorized Person

March 15, 2013

Joint Filer Information

Name of Joint Filer:

WLR IV PARALLEL ESC, L.P.

Address of Joint Filer:	c/o WL Ross & Co. LLC
	1166 Avenue of the Americas

New York, NY 1136

Relationship of Joint Filer to Issuer:

10% Owner

Issuer Name and Ticker or Trading Symbol:

BankUnited, Inc. (BKU)

Date of Earliest Transaction
(Month/Day/Year):	3/13/2013

Designated Filer:

Wilbur L. Ross Jr.

Signature:

WLR IV PARALLEL ESC, L.P.

By:	INVESCO WLR IV ASSOCIATES LLC
	its General Partner

By:	INVESCO Private Capital, Inc.
	its Managing Member

By:	/s/ Michael Gibbons
	Name: Michael Gibbons
	Title: Authorized Person

March 15, 2013

Joint Filer Information

Name of Joint Filer:

INVESCO WLR IV ASSOCIATES, LLC

Address of Joint Filer:	c/o WL Ross & Co. LLC
	1166 Avenue of the Americas

New York, NY 1136

Relationship of Joint Filer to Issuer:

10% Owner

Issuer Name and Ticker or Trading Symbol:

BankUnited, Inc. (BKU)

Date of Earliest Transaction
(Month/Day/Year):	3/13/2013

Designated Filer:

Wilbur L. Ross Jr.

Signature:

INVESCO WLR IV ASSOCIATES, LLC

By:	INVESCO Private Capital, Inc.
	its Managing Member

By:	/s/ Michael Gibbons
	Name: Michael Gibbons
	Title: Authorized Person

March 15, 2013

Joint Filer Information

Name of Joint Filer:

INVESCO PRIVATE CAPITAL, INC.

Address of Joint Filer:	c/o WL Ross & Co. LLC
	1166 Avenue of the Americas

New York, NY 1136

Relationship of Joint Filer to Issuer:

10% Owner

Issuer Name and Ticker or Trading Symbol:

BankUnited, Inc. (BKU)

Date of Earliest Transaction
(Month/Day/Year):	3/13/2013

Designated Filer:

Wilbur L. Ross Jr.

Signature:

INVESCO PRIVATE CAPITAL, INC.

By:	/s/ Michael Gibbons
	Name: Michael Gibbons
	Title: Authorized Person

March 15, 2013

Joint Filer Information

Name of Joint Filer:

WL ROSS & CO. LLC

Address of Joint Filer:	1166 Avenue of the Americas
	New York, NY 1136

Relationship of Joint Filer to Issuer:

10% Owner

Issuer Name and Ticker or Trading Symbol:

BankUnited, Inc. (BKU)

Date of Earliest Transaction
(Month/Day/Year):	3/13/2013

Designated Filer:

Wilbur L. Ross Jr.

Signature:

WL ROSS & CO. LLC

By:	/s/ Michael Gibbons
	Name: Michael Gibbons
	Title: Authorized Person

March 15, 2013