SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
WILSON BOYD C JR

(Last) (First) (Middle)
PO BOX 522

(Street)
HUDSON NC 28638

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/21/2011
3. Issuer Name and Ticker or Trading Symbol
FNB United Corp. [ FNBN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
10/31/2011
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
common stock 684,053 (1) D
common stock 13,406 (2) I spouse
common stock 14,094 (3) I Child
common stock 11,141 (4) I Trust
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes 59,053 shares acquired pursuant to that certain Agreement and Plan of Merger, dated as of April 26,2011, as amended by Agreement No. 1, dated as of June 16, 2011, and Amendment No. 2, dated as of August 15, 2011, by and among FNB United Corp. ("FNB"), Gamma Merger Corporation and Bank of Granite Corporation (the "Merger") in exchange for 17,497 shares of Bank of Granite Corporation ("Granite"). On October 21, 2011, the effective date of the Merger, the closing price of FNB's common stock was $0.38 per share. These shares amounts and the closing trading price do not reflect the one-for-one hundred reverse stock split effected by FNB at the close of business on October 31, 2011.
2. Shares issued pursuant to the Merger in exchange for 3,972 shares of Granite. On October 21, 2011, the effective date of the Merger, the closing price of FNB's common stock was $0.38 per share. These shares amounts and the closing trading price do not reflect the one-for-one hundred reverse stock spilt effected by FNB at the close of business on October 31, 2011.
3. Shares issued pursuant to the Merger in exchange for 4,176 shares of Granite. On October 21, 2011, the effective date of the Merger, the closing price of FNB's common stock was $0.38 per share. These shares amounts and the closing trading price do not reflect the one-for-one hundred reverse stock split effected by FNB at the close of business on October 31, 2011.
4. Shares issued pursuant to the Merger in exchange for 3,3301 shares of Granite. On October 21, 2011, the effective date of the Merger, the closing price of FNB's common stock was $0.38 per share. These shares amounts and the closing trading price do not reflect the one-for-one hundred reverse stock split effected by FNB on the close of business on October 31, 2011.
Brooke E. Barlow, Attorney in Fact 11/17/2011
** 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 5 (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).
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