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

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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^*

BLACKSTONE CAPITAL PARTNERS V L P

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(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)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2012

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	02/29/2012		J⁽¹⁾		4,117,032	D	⁽¹⁾	6,313,634	I	See footnotes⁽²⁾⁽⁶⁾⁽⁷⁾
Common Stock	02/29/2012		J⁽¹⁾		1,287,389	D	⁽¹⁾	1,974,262	I	See footnotes⁽³⁾⁽⁶⁾⁽⁷⁾
Common Stock	02/29/2012		J⁽¹⁾		7,193	D	⁽¹⁾	11,031	I	See footnotes⁽⁴⁾⁽⁶⁾⁽⁷⁾
Common Stock	02/29/2012		J⁽¹⁾		4,180	D	⁽¹⁾	6,410	I	See footnote⁽⁵⁾⁽⁶⁾⁽⁷⁾

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)
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⁾

1. Name and Address of Reporting Person^*

BLACKSTONE CAPITAL PARTNERS V L P

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Blackstone Capital Partners V-AC L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Blackstone Management Associates V L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BMA V L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

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.

	Blackstone Capital Partners V L.P. By: /s/ Chinh Chu Name: Chinh Chu Title: Authorized Person	02/29/2012
	Blackstone Capital Partners V-AC L.P. By: /s/ Chinh Chu Name: Chinh Chu Title: Authorized Person	02/29/2012
	Blackstone Management Associates V L.L.C. By: /s/ Chinh Chu Name: Chinh Chu Title: Authorized Person	02/29/2012
	BMA V L.L.C. By: /s/ Chinh Chu Name: Chinh Chu Title: Authorized Person	02/29/2012
	** Signature of Reporting Person	Date
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