Amend 11

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ODJuge7VvyRSZJjRfGkeAJ4+xZu0MRMKqS5hi5QFYp30RnpX6VB7qrtUlw+r4+vc CaANqWHEqcxZZlkkjZwvJA== 0001021408-02-015242.txt : 20021217 0001021408-02-015242.hdr.sgml : 20021217 20021217164403 ACCESSION NUMBER: 0001021408-02-015242 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAMNER ALFRED R CENTRAL INDEX KEY: 0000905475 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BANKUNITED FINANCIAL CORP STREET 2: 255 ALHAMBRA CIRCLE CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 3055770600 MAIL ADDRESS: STREET 1: 550 BILTMORE WAY STREET 2: SUITE 700 CITY: CORAL GABLES STATE: FL ZIP: 33134 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BANKUNITED FINANCIAL CORP CENTRAL INDEX KEY: 0000894490 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 650377773 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43936 FILM NUMBER: 02860459 BUSINESS ADDRESS: STREET 1: 255 ALHAMBRA CIRCLE CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 3055692000 MAIL ADDRESS: STREET 1: 255 ALHAMBRA CIRCLE CITY: CORAL GABLES STATE: FL ZIP: 33134 SC 13D/A 1 dsc13da.htm AMEND 11 Amend 11

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

BANKUNITED FINANCIAL CORPORATION

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

06652B103

(CUSIP Number)

Alfred R. Camner

Camner, Lipsitz and Poller, P.A.

550 Biltmore Way, Suite 700

Coral Gables, Florida 33134

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 23, 2002

(Date of Event which Requires

Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ¨.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 06652B103


1.	Name of Reporting Person; S.S. or I.R.S. Identification No. of Above Person Alfred R. Camner

2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x

3.	SEC Use Only

4.	Source of Funds PF, AF, 00

5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 2,408,198 8. Shared Voting Power 181,278 9. Sole Dispositive Power 2,036,973 10. Shared Dispositive Power 174,723

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,589,476

12.	Check if the Aggregate Amount in Row (11) excludes certain shares	¨

13.	Percent of Class Represented by Amount in Row (11) 9.5%

14.	Type of Reporting Person IN

Item 1. Security and Issuer

This amended and restated Schedule 13D (this “Schedule 13D”) relates to shares of Class A Common Stock (the “Class A Common Stock”) of BankUnited Financial Corporation (the “Company”), a savings and loan holding company, the principal subsidiary of which is BankUnited, FSB. The address of the Company’s principal executive offices is 255 Alhambra Circle, Coral Gables, Florida 33134.

The shares of Class A Common Stock shown in Item 5 as beneficially owned by Alfred R. Camner (the “Reporting Person”) include shares that would be received by the Reporting Person upon the conversion of shares of Noncumulative Convertible Preferred Stock, Series B (the “Series B Preferred Stock”) and Class B Common Stock beneficially owned by the Reporting Person. Each share of Series B Preferred Stock is convertible into 1.4959 shares of Class B Common Stock and each share of Class B Common Stock is convertible into one share of Class A Common Stock.

Item 2. Identity and Background

This Schedule 13D is filed by the Reporting Person, a United States citizen, whose principal occupations are serving as Chairman of the Board, Chief Executive Officer and a Director of the Company and BankUnited, FSB, and Senior Managing Director of the law firm of Camner, Lipsitz and Poller, Professional Association, 550 Biltmore Way, Suite 700, Coral Gables, Florida 33134.

The Reporting Person during the last five years has not (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The information contained in Exhibit 1 is incorporated by reference herein.

Item 4. Purpose of Transaction

The Reporting Person acquired the securities covered by this Schedule 13D as a grant of long-term performance-based compensation from the Company, to be held for investment purposes. (See Exhibit 1 hereto.) The Reporting Person continuously reviews his equity investments in the Company. As a result, the Reporting Person has, from time to time, acquired, and may, from time to time, acquire, additional securities of the Company for his own account or for purposes of his tax and inheritance planning, either through the exercise of stock options, the receipt of awards under the Company’s employee benefit plans, through one or more privately negotiated transactions, on the open market or otherwise. In addition, while it is not the present intention of the Reporting Person to do so, the Reporting Person may, and reserves the right to, dispose of all or a portion of his securities of the Company, now held or hereafter acquired (either alone or in conjunction with the Company’s other stockholders), in one or more privately negotiated transactions, on the open market or otherwise. Any

sales by the Reporting Person could cause a change of control of the Company and might result in a change in the composition of the board of directors or management.

Item 5. Interest in Securities of the Issuer

Set forth below is information relating to the beneficial ownership of Class A Common Stock by the Reporting Person (the conversion of the Series B Preferred Stock has been calculated assuming no issuance of fractional shares and no aggregation of Series B Preferred Stock beneficially owned indirectly or in different accounts).

Voting Power		Dispositive Power		Total (% of Shares Outstanding

Sole	Shared	Sole	Shared

2,408,198	181,278	2,036,973	174,723	2,589,476 (9.5%)
(1)(2)	(3)(4)	(1)	(3)

Includes the following shares:

(i)

492,097 shares of Class A Common Stock based upon the Reporting Person’s ownership of 328,964 shares of Series B Preferred Stock.

(ii)

598,704 shares of Class A Common Stock based upon the Reporting Person’s ownership of options exercisable within 60 days for 400,230 shares of Series B Preferred Stock.

(iii)

311,669 shares of Class A Common Stock based upon the Reporting Person’s ownership of 311,669 shares of Class B Common Stock.

(iv)

480,200 shares of Class A Common Stock based upon the Reporting Person’s ownership of options exercisable within 60 days for 480,200 shares of Class B Common Stock.

(v)

105,775 shares of Class A Common Stock based upon the Reporting Person’s ownership of options exercisable within 60 days for 105,775 shares of Class A Common Stock.

(vi)

8,777 shares of Class A Common Stock based upon the ownership by certain irrevocable trusts established for the benefit of the Reporting Person’s descendants of 5,868 shares of Series B Preferred Stock and 39,751 shares of Class A Common Stock based upon the ownership by these same irrevocable trusts of 39,751 shares of Class B Common Stock. The Reporting Person is the trustee of these irrevocable trusts.

2. Includes 371,224 shares of Class A Common Stock based upon the Reporting Person’s ownership of 248,161 shares of restricted Series B Preferred Stock.

3. Includes the following shares:

(i) 19,741 shares of Class A Common Stock based upon Anne Solloway’s ownership of 19,741 shares of Class B Common Stock and 21,335 shares of Class A Common Stock based upon Anne Solloway’s ownership of options exercisable within 60 days for 21,335 shares of Class A Common Stock. Anne Solloway

is the Reporting Person’s mother, and the Reporting Person has been granted voting and dispositive power as to all shares held by Anne Solloway under a durable family power of attorney;

(ii) 93,676 shares of Class A Common Stock based upon the ownership of the Alfred R. Camner Family Charitable Foundation, Inc. of 93,676 shares of Class B Common Stock. The Alfred R. Camner Family Charitable Foundation, Inc. is a non-profit charitable foundation of which the Reporting Person and his wife are trustees; and

(iii) 39,971 shares of Class A Common Stock based upon the ownership of an irrevocable grantor’s trust (or “rabbi trust”) established by the Company of 26,721 shares of Series B Preferred Stock. The Reporting Person is the sole beneficiary of the rabbi trust.

4. Includes 4,641 shares of Class A Common Stock based upon Anne Camner’s ownership of 3,103 shares of Series B Preferred Stock and 1,914 shares of Class A Common Stock based upon Anne Camner’s ownership of 1,914 shares of Class B Common Stock. Anne Camner is the Reporting Person’s wife, and the Reporting Person has been granted voting power over these shares under a revocable proxy.

See Exhibit 1 for information on the Reporting Person’s transactions in the class of securities reported as well as transactions in shares of Class B Common Stock and Series B Preferred Stock, both of which are convertible into the class of securities reported.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On October 23, 2000, the Board of Directors approved a grant to the Reporting Person under the Company’s 2002 Stock Award and Incentive Plan (the “2002 Plan”), of long-term performance-based compensation in the form of 150,000 restricted shares of Series B Preferred Stock. See Exhibit 1 for details on this grant. The shares, which are subject to being earned by the achievement of performance goals and vesting over a period of twelve years thereafter, will vest immediately in the event of a change in control. In connection with this grant, the Reporting Person has agreed to an amendment to his Employment Agreement that reduces the amount of his parachute payment by one year of salary and bonus, if a change in control occurs within three years of the date of the grant. See Exhibit 2.

Item 7. Material to Be Filed as Exhibits


Exhibit 1		Description of transactions in the Company’s stock by the Reporting Person.

Exhibit 2		Amendment to Employment Agreement.

Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 16, 2002

/s/ Alfred R. Camner

Alfred R. Camner

EXHIBIT INDEX

Exhibit		Description

1		Description of transactions in the Company’s stock by the Reporting Person.

2		Amendment to Employment Agreement.

EX-1 3 dex1.htm DESCRIPTION OF TRANSACTIONS Description of Transactions

Exhibit 1

This Schedule 13D has been filed to reflect acquisitions of securities by the Reporting Person.

Set forth below is a summary of the Reporting Person’s acquisitions in the Company’s stock since August 24, 2002. The Reporting Person received the restricted stock grant indicated below under the Company’s 2002 Plan as long-term performance-based compensation for service to the Company. The transaction was effected at the Company’s principal executive offices in Coral Gables, Florida.

Date		Number of Shares of Class A Common Stock Acquired		Price Per Share		Description of Transaction Effected
10/23/02		224,385		$15.86		The Reporting Person was granted long-term performance-based compensation in the form of an award under the 2002 Plan of 150,000 restricted shares of Series B Preferred Stock. The market value per share of the Series B Preferred Stock on the date of grant was $23.725 (calculated by multiplying the closing market price of the Company’s Class A Common Stock on the date of grant by 1.4959, the number of shares of Class A Common Stock into which the Series B stock could ultimately be converted). The new restricted stock grant is subject to being earned by the achievement of performance goals over approximately a two-year period from the date of grant and is further subject to pro-rata vesting over a twelve-year period from the date on which the shares are deemed earned. The shares will vest immediately upon the death or disability of the Reporting Person or a Change in Control of the Company. The Reporting Person is entitled to vote the restricted shares from the date of grant, to the extent that the additional vote from such shares would not increase the Reporting Person’s total voting power to more than fifty percent of the total outstanding voting power of the Company’s shareholders. No dividends will be paid or accrued on the restricted stock unless and until the shares are deemed earned.

EX-2 4 dex2.htm AMEND TO EMPLOYMENT AGR Amend to Employment Agr

Exhibit 2

Amendment to Employment Agreement

This Amendment (this “Amendment”) to the Second Amended and Restated Employment Agreement effective as of April 1, 2002 (the “Agreement”) is made by and between BankUnited Financial Corporation (the “Company”) and Alfred R. Camner (“Executive”) and is effective as of October 23, 2002.

Recitals

WHEREAS, the Board of Directors has approved a grant of long-term performance-based compensation to Executive under the Company’s 2002 Stock Award and Incentive Plan, in the form of an award (the “Award”) of 150,000 restricted shares of the Company’s Noncumulative Convertible Preferred Stock, Series B (the “Series B Preferred Stock”); and

WHEREAS, the Award is subject (i) to the requirement that it be earned by the achievement of performance goals over approximately a two-year period, and, subsequent to achievement of the performance goals, (ii) to the additional requirement that any earned shares shall be subject to pro-rata vesting over a twelve-year period from the date the shares are deemed earned; and

WHEREAS, notwithstanding the requirements that the Award be earned and vested as specified above, the Award will vest in its entirety upon the death or disability of Executive or a Change in Control of the Company; and

WHEREAS, the Company and Executive have agreed that, if a Change in Control occurs within three (3) years of the date of grant of the Award, thus causing the Award to vest, then the amount of the parachute payment specified under the Agreement shall be reduced by one full year of salary and bonus;

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows:

1. Section 9(b)(iv) is restated as follows:

“(iv) within thirty (30) days following his termination of employment with the Company, a lump sum payment, in an amount equal to the dollar amount of the value of the highest aggregate Salary (cash or stock) awarded to the Executive during any one year of the five years preceding the Executive’s termination of employment with the Company, multiplied either (A) by the number of years in the Remaining Unexpired Employment Period, or (B) in the event the amount specified under this Section 9(b)(iv) is being calculated for payment pursuant to a Change in Control occurring prior to October 23, 2005, by one less than the number of years in the Remaining Unexpired Employment Period, such lump sum to be paid (without discounting for early payment) in lieu of all other payments of Salary provided for under this Agreement in respect of the period following any such termination;”

2. Section 9(b)(iv) is restated as follows:

“(vii) an amount equal to the dollar amount of the highest aggregate cash or stock bonus and long-term or short-term cash or stock incentive compensation plan payments paid to the Executive during any one year of the five years preceding the event triggering the payment of benefits under this Section 9(b), multiplied either (A) by the number of years in the Remaining Unexpired Employment Period, or (B) in the event the amount specified under this Section 9(b)(vii) is being calculated for payment pursuant to a Change in Control occurring prior to October 23, 2005, by one less than the number of years in the Remaining Unexpired Employment Period. For purposes of this subsection, the dollar amount of any stock bonus or stock incentive plan payment shall be the fair market value of the stock on the date the bonus or incentive payment is paid to the Executive, such payments to be made (without discounting for early payment) within thirty (30) days following the Executive’s termination of employment;”

3. All defined terms not otherwise defined herein shall have the meaning indicated in the Agreement.

4. Except as modified by this Amendment, all other terms and conditions of the Agreement remain in full force and effect.

BankUnited Financial Corporation		Executive:

By:	/s/ Lawrence Blum	By:	/s/ Alfred R. Camner
Name:	Lawrence Blum	Name:	Alfred R. Camner
Title:	Vice Chairman of the Board

ATTEST:

By:		/s/ Marc Lipsitz
		Assistant Secretary

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