Schedule 13/D Amendment No.14

-----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, T5XcwPVT2YSMsMGo+Gf7CHEQZWSIRHIphACQMW+a1AlvD9fSp7PXGlkufspO7TQm EpnBuvT9Jy6dWg0wUFEZGg== 0001193125-05-235917.txt : 20051202 0001193125-05-235917.hdr.sgml : 20051202 20051202162800 ACCESSION NUMBER: 0001193125-05-235917 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051202 DATE AS OF CHANGE: 20051202 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: 005-43701 FILM NUMBER: 051241173 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 SCHEDULE 13/D AMENDMENT NO.14 Schedule 13/D Amendment No.14

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)

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)

November 1, 2005

(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) ¨
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

Beneficially

Owned By

Each

Reporting

Person

with

7) Sole Voting Power

3,030,944

8) Shared Voting Power

305,682

9) Sole Dispositive Power

2,467,606

10) Shared Dispositive Power

299,127


11)	Aggregate Amount Beneficially Owned by Each Reporting Person 3,336,626
12)	Check if the Aggregate Amount in Row (11) excludes certain shares	¨
13)	Percent of Class Represented by Amount in Row (11) 10.0%
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/A as 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	Total (% of Shares Outstanding
3,030,944 (1)(2)	305,682 (3)(4)	2,467,606 (1)	299,127 (3)	10.0%

1. Includes the following shares:

(i)

689,978 shares of Class A Common Stock based upon the Reporting Person’s ownership of 461,246 shares of Series B Preferred Stock.

(ii)

976,722 shares of Class A Common Stock based upon the Reporting Person’s ownership of options exercisable within 60 days for 652,933 shares of Series B Preferred Stock.

(iii)

206,669 shares of Class A Common Stock based upon the Reporting Person’s ownership of 206,669 shares of Class B Common Stock.

(iv)

299,000 shares of Class A Common Stock based upon the Reporting Person’s ownership of options exercisable within 60 days for 299,000 shares of Class B Common Stock.

(v)

2,464 shares of Class A Common Stock based upon the Reporting Person’s ownership of 2,464 shares of Class A Common Stock.

(vi)

241,730 shares of Class A Common Stock based upon the Reporting Person’s ownership of options exercisable within 60 days for 241,730 shares of Class A Common Stock.

(vii)

8,778 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 42,266 shares of Class A Common Stock based upon the ownership by these same irrevocable trusts of 42,266 shares of Class B Common Stock. The Reporting Person is the trustee of these irrevocable trusts.

2. Includes 563,336 shares of Class A Common Stock based upon the Reporting Person’s ownership of 376,587 shares of restricted Series B Preferred Stock.

3. Includes the following shares:

(i) 17,226 shares of Class A Common Stock based upon Anne Solloway’s ownership of 17,226 shares of Class B Common Stock and 2,464 shares of Class A Common Stock based upon Anne Solloway’s ownership of 2,464 shares of Class A Common Stock and options exercisable within 60 days for 18,872 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) 166,889 shares of Class A Common Stock based upon the ownership of an irrevocable grantor’s trust (or “rabbi trust”) established by the Company of 26,720 shares of Series B Preferred Stock and 126,919 shares of Class B Common Stock. The Reporting Person is the sole beneficiary of the rabbi trust.

4. Includes 6,555 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 November 1, 2005, the Board of Directors approved two grants to the Reporting Person under the Company’s 2002 Stock Award and Incentive Plan (the “2002 Plan”), of performance-based compensation in the form of 37,000 restricted shares of Series B Preferred Stock each. See Exhibit 1 for details on these grants. The shares, which are subject to being earned by the achievement of performance goals over a performance period and vesting over a period of 8 years thereafter, will vest immediately in the event of a change in control.

The reporting person’s employment agreements with the Company and BankUnited were amended effective May 13, 2005, to modify the provisions which prohibited the reporting person from exercising any stock options that will not expire during the period April 1, 2002 through September 30, 2005, to the extent an exercise would result in nondeductible compensation to the Company under Section 162(m) of the Internal Revenue Code. Under the amendment, such exercise is permissible, if approved in advance by the Compensation Committee.

Item 7. Material to Be Filed as Exhibits


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

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 2, 2005

/s/ Alfred R. Camner

Alfred R. Camner

EXHIBIT INDEX


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

EX-1 2 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 November 10, 2004. The Reporting Person received the restricted stock grants and stock option grants indicated below under the Company’s 2002 Plan as 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
11/28/2004	38,115	$	5.73	The Reporting Person executed a cashless exercise of an option to purchase 47,500 shares of Class B Common Stock. The exercise cost was 9,385 Class B Common Stock shares, based on the price per share of $29.00 on the date of exercise (calculated by multiplying the closing market price of the Company’s Class A Common Stock into which the Series B stock could ultimately be converted). Pursuant to a deferral agreement between the Reporting Person and the Issuer, the Reporting Person deferred receipt of the 38,115 net shares of Class B Common Stock into the BankUnited Rabbi Trust f/b/o Alfred R. Camner. These shares convert into 38,115 shares of class A common stock.

02/18/2005	616	$	5.675	The Reporting Person and his mother each exercised options for 308 shares of Class A Common Stock.

02/18/2005	596	$	6.53	The Reporting Person and his mother each exercised options for 298 shares of Class A Common Stock.

02/18/2005	436	$	4.95	The Reporting Person and his mother each exercised options for 218 shares of Class A Common Stock.

02/18/2005	364	$	7.25	The Reporting Person and his mother each exercised options for 182 shares of Class A Common Stock.

04/26/2005	23,603	$	7.25	The Reporting Person exercised options for 15,779 shares of Series B Preferred Stock, at a price of 10.8452, which converts into 23,603 shares of Class A Common Stock.


05/13/2005	29,850	$	7.25	The Reporting Person exercised options for 19,955 shares of Series B Preferred Stock, at a price of 10.8452, which converts into 29,850 shares of Class A Common Stock.

09/14/2005	19,072	$	24.47	The Reporting Person was granted a stock option under the 2002 Plan to purchase 12,750 shares of Series B Preferred Stock at an exercise price of $36.61 per share (calculated by multiplying the closing market price of the Company’s Class A Common Stock into which the Series B stock could ultimately be converted) as part of his compensation for fiscal 2005. The options immediately vest and are fully exercisable. No shares underlying the option may be sold, transferred or encumbered for a period of five years. Except in the case of death, disability, or a change in control, any shares that may be purchased and received, upon exercise may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of (except for transfer to the Company) until the day subsequent to the fifth anniversary of the date of grant. These shares convert to 19,072 shares of Class A Common Stock.

09/14/2005	19,072	$	25.64	The Reporting Person was granted a stock option under the 2002 Plan to purchase 12,750 shares of Series B Preferred Stock at an exercise price of $38.36 per share (calculated by multiplying the closing market price of the Company’s Class A Common Stock into which the Series B stock could ultimately be converted) as part of his compensation for fiscal 2005. The options immediately vest and are fully exercisable. No shares underlying the option may be sold, transferred or encumbered for a period of five years. Except in the case of death, disability, or a change in control, and shares that may be purchased and received, upon exercise may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of (except for transfer to the Company) unit the day subsequent to the fifth anniversary of the date of grant. These shares convert to 19,072 shares of Class A Common Stock.

09/14/2005	25,403	$	26.81	The Reporting Person was granted a stock option under the 2002 Plan to purchase 17,000 shares of Series B Preferred Stock at an exercise price of $40.10 per share


				(calculated by multiplying the closing market price of the Company’s Class A Common Stock into which the Series B stock could ultimately be converted) as part of his compensation for fiscal 2005. The options immediately vest and are fully exercisable. No shares underlying the option may be sold, transferred or encumbered for a period of five years. Except in the case of death, disability, or a change in control, and shares that may be purchased and received, upon exercise may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of (except for transfer to the Company) unit the day subsequent to the fifth anniversary of the date of grant. These shares convert to 25,403 shares of Class A Common Stock.

09/14/2005	62,827	$	27.97	The Reporting Person was granted a stock option under the 2002 Plan to purchase 42,500 shares of Series B Preferred Stock at an exercise price of $41.84 per share (calculated by multiplying the closing market price of the Company’s Class A Common Stock into which the Series B stock could ultimately be converted) as part of his compensation for fiscal 2005. The options immediately vest and are fully exercisable. No shares underlying the option may be sold, transferred or encumbered for a period of five years. Except in the case of death, disability, or a change in control, and shares that may be purchased and received, upon exercise may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of (except for transfer to the Company) unit the day subsequent to the fifth anniversary of the date of grant. These shares convert to 62,827 shares of Class A Common Stock.

09/30/2005	35,605	$	5.73	The Reporting Person executed a cashless exercise of an option to purchase 47,500 shares of Class B Common Stock. The exercise cost was 11,895 Class B Common Stock shares, based on the price per share of $22.88 on the date of exercise (calculated by multiplying the closing market price of the Company’s Class A Common Stock into which the Series B stock could ultimately be converted). Pursuant to a deferral agreement between the Reporting Person and the Issuer, the Reporting Person deferred receipt of the 35,605 net shares of Class B Common Stock into the BankUnited Rabbi Trust f/b/o Alfred R. Camner. These shares convert to 35,605 shares of Class A Common Stock.


10/12/2005	14,959	$	7.25	The Reporting Person exercised options for 10,000 shares of Series B Preferred Stock, at a price of $10.8452, which converts into 14,959 shares of Class A Common Stock.

10/27/2005	17,314	$	23.10	The Reporting Person was granted an incentive award under the 2002 Plan of 11,574 restricted shares of Series B Preferred Stock. The market value of the Series B Preferred Stock on the date of grant was $34.56 (calculated by multiplying the closing market price of the Company’s Class A Common Stock on the date of the grant by 1.4959, the number of shares of Class A Common Stock into which the Series B stock could ultimately be converted). The restricted stock grant is subject to vesting over a period of six years commencing on the first anniversary date of the grant. 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. These shares convert into 17,314 shares of Class A Common Stock.

11/01/2005	55,348	$	23.65	The Reporting Person was granted performance based compensation in the form of an award under the 2002 Plan of 37,000 restricted shares of Series B Preferred Stock. The market value per share of the Series B Preferred Stock on the date of grant was $35.38 (calculated by multiplying the closing market price of the Company’s Class A Common Stock into which the Series B stock could ultimately be converted). The restricted stock grant is subject to being earned by the achievement of performance goals over a one year period from the date of grant and, if and when earned, is further subject to pro-rata vesting over a period of 8 years from the date on which the shares are deemed earned. The shares 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. These shares convert into 55,348 shares of Class A Common Stock.

11/01/2005	55,348	$	23.65	The Reporting Person was granted performance based compensation in the form of an award under the 2002 Plan of 37,000 restricted shares of Series B Preferred Stock. The market value per share of the Series B Preferred Stock on the date of grant was $35.38 (calculated by multiplying the closing market price of the Company’s Class A Common Stock into which the Series B stock could ultimately be converted). The restricted stock grant is subject to being earned by the achievement of performance goals over a one year period from the date of grant and, if and when earned, is further subject to pro-rata vesting over a period of 8 years from the date on which the shares are deemed earned. The shares 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. These shares convert into 55,348 shares of Class A Common Stock.

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