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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Nonvoting Convertible Preferred Stock | (8) | 02/29/2012 | J(1) | 4,117,032 | (9) | (10) | Common Stock | 4,117,032 | (1) | 4,117,032 | I | See footnotes (2) (6) (7) | |||
Series A Nonvoting Convertible Preferred Stock | (8) | 02/29/2012 | J(1) | 1,287,389 | (9) | (10) | Common Stock | 1,287,389 | (1) | 1,287,389 | I | See footnotes (3) (6) (7) | |||
Series A Nonvoting Convertible Preferred Stock | (8) | 02/29/2012 | J(1) | 7,193 | (9) | (10) | Common Stock | 7,193 | (1) | 7,193 | I | See footnotes (4) (6) (7) | |||
Series A Nonvoting Convertible Preferred Stock | (8) | 02/29/2012 | J(1) | 4,180 | (9) | (10) | Common Stock | 4,180 | (1) | 4,180 | I | See footnote (5) (6) (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BLACKSTONE CAPITAL PARTNERS V L P C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
Blackstone Capital Partners V-AC L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
Blackstone Management Associates V L.L.C. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
BMA V L.L.C. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154 |
X |
Blackstone Capital Partners V L.P. By: /s/ Chinh Chu Name: Chinh Chu Title: Authorized Person | 02/29/2012 | |
**Signature of Reporting Person | Date | |
Blackstone Capital Partners V-AC L.P. By: /s/ Chinh Chu Name: Chinh Chu Title: Authorized Person | 02/29/2012 | |
**Signature of Reporting Person | Date | |
Blackstone Management Associates V L.L.C. By: /s/ Chinh Chu Name: Chinh Chu Title: Authorized Person | 02/29/2012 | |
**Signature of Reporting Person | Date | |
BMA V L.L.C. By: /s/ Chinh Chu Name: Chinh Chu Title: Authorized Person | 02/29/2012 | |
**Signature of Reporting Person | Date |
* | 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) | Pursuant to an exchange agreement approved by the Board of Directors of BankUnited, Inc., shares of common stock, par value $0.01 per share ("Common Stock"), of BankUnited, Inc. were exchanged for a like number of shares of Series A Nonvoting Convertible Preferred Stock, par value $0.01 per share. |
(2) | These securities are held by Blackstone Capital Partners V L.P. ("BCP V"). |
(3) | These securities are held by Blackstone Capital Partners V-AC L.P. ("BCP V-AC"). |
(4) | These securities are held by Blackstone Family Investment Partnership V L.P. ("Family"). |
(5) | These securities are held by Blackstone Participation Partnership V L.P. ("Participation"). |
(6) | The general partner of BCP V and BCP V-AC is Blackstone Management Associates V L.L.C. BMA V L.L.C. is the sole member of Blackstone Management Associates V L.L.C. The general partner of Family and Participation is BCP V Side-By-Side GP L.L.C. Blackstone Holdings III L.P. is the managing member and the owner of a majority in interest of BMA V L.L.C. and the sole member of BCP V Side-By-Side GP L.L.C. Blackstone Holdings III L.P. is indirectly controlled by The Blackstone Group L.P. The Blackstone Group L.P. is controlled by its general partner, Blackstone Group Management L.L.C., which is in turn controlled by its founder, Stephen A. Schwarzman. |
(7) | Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |
(8) | The Series A Nonvoting Convertible Preferred Stock is convertible into shares of Common Stock on a one-for-one basis. |
(9) | The Series A Nonvoting Convertible Preferred Stock is convertible into shares of Common Stock immediately upon issuance. |
(10) | The conversion of the Series A Nonvoting Convertible Preferred Stock has no expiration date. |
Remarks: Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, Blackstone Family Investment Partnership V, L.P., Blackstone Participation Partnership V, L.P., BCP V Side-by-Side GP L.L.C., Blackstone Holdings III L.P., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman have filed a separate Form 4. |