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
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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*
CENTERBRIDGE CAPITAL PARTNERS L P

(Last) (First) (Middle)
375 PARK AVENUE
12TH FLOOR

(Street)
NEW YORK NY 10152

(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)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes 2,3
3. Date of Earliest Transaction (Month/Day/Year)
02/02/2011
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)
Code V Amount (A) or (D) Price
Common Stock 02/02/2011 S 5,279,865 D $25.65(1) 10,767,704 D(2)(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
CENTERBRIDGE CAPITAL PARTNERS L P

(Last) (First) (Middle)
375 PARK AVENUE
12TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes 2,3
1. Name and Address of Reporting Person*
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC L P

(Last) (First) (Middle)
375 PARK AVENUE
12TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes 2,3
1. Name and Address of Reporting Person*
Centerbridge Capital Partners SBS, L.P.

(Last) (First) (Middle)
375 PARK AVENUE
12TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes 2,3
1. Name and Address of Reporting Person*
CB BU Investors, L.L.C.

(Last) (First) (Middle)
375 PARK AVENUE
12TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes 2,3
1. Name and Address of Reporting Person*
CB BU Investors II, L.L.C.

(Last) (First) (Middle)
375 PARK AVENUE
12TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes 2,3
1. Name and Address of Reporting Person*
CB BU Investors III. L.L.C.

(Last) (First) (Middle)
375 PARK AVENUE
12TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes 2,3
1. Name and Address of Reporting Person*
Centerbridge Associates, L.P.

(Last) (First) (Middle)
375 PARK AVENUE
12TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes 2,3
1. Name and Address of Reporting Person*
Centerbridge GP Investors, LLC

(Last) (First) (Middle)
375 PARK AVENUE
12TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes 2,3
1. Name and Address of Reporting Person*
Gallogly Mark T

(Last) (First) (Middle)
375 PARK AVENUE
12TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes 2,3
1. Name and Address of Reporting Person*
Aronson Jeffrey

(Last) (First) (Middle)
375 PARK AVENUE
12TH FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes 2,3
Explanation of Responses:
1. This amount represents the $27.00 initial public offering price per share of common stock, par value $0.01 per share ("Common Stock"), of BankUnited, Inc. less the underwriting discount of $1.35 per share of Common Stock.
2. The shares of Common Stock to which this Form 4 relates are directly owned as follows: (i) 9,182,791 shares of Common Stock directly owned by Centerbridge Capital Partners, L.P.; (ii) 339,205 shares of Common Stock directly owned by Centerbridge Capital Partners Strategic, L.P.; (iii) 15,114 shares of Common Stock directly owned by Centerbridge Capital Partners SBS, L.P.; (iv) 584,532 shares of Common Stock directly owned by CB BU Investors, L.L.C., (v) 338,413 shares of Common Stock directly owned by CB BU Investors II, L.L.C.; and (vi) 307,649 shares of Common Stock directly owned by CB BU Investors III, L.L.C. (collectively, the "Centerbridge Funds").
3. Centerbridge Associates, L.P. is the general partner of each of the Centerbridge Funds. Centerbridge GP Investors, L.L.C. is the general partner of Centerbridge Associates, L.P. Mark Gallogly and Jeffrey Aronson are the managing members of Centerbridge GP Investors, L.L.C. Mark Gallogly and Jeffrey Aronson each disclaim beneficial ownership of the shares of Common Stock beneficially owned by the Centerbridge Funds.
Centerbridge Capital Partners, L.P. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, L.L.C., its general partner By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Authorized Signatory 02/02/2011
Centerbridge Capital Partners SBS, L.P. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, L.L.C., its general partner By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Authorized Signatory 02/02/2011
Centerbridge Capital Partners Strategic, L.P. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, L.L.C., its general partner By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Authorized Signatory 02/02/2011
CB BU Investors, L.L.C. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, L.L.C., its general partner By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Authorized Signatory 02/02/2011
CB BU Investors II, L.L.C. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, L.L.C., its general partner By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Authorized Signatory 02/02/2011
CB BU Investors III, L.L.C. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, L.L.C., its general partner By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Authorized Signatory 02/02/2011
Centerbridge Associates, L.P. By: Centerbridge GP Investors, L.L.C., its general partner By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Authorized Signatory 02/02/2011
Centerbridge GP Investors, L.L.C. By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Authorized Signatory 02/02/2011
By: /s/ Mark T. Gallogly 02/02/2011
By: /s/ Jeffrey Aronson 02/02/2011
** 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 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).
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