Edgar Filing: BankUnited, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ROSS WILBUR L JR

2. Issuer Name and Ticker or Trading Symbol
BankUnited, Inc. [BKU]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

(Last)

(First)

(Middle)

319 CLEMATIS STREET, ROOM 1000 (10TH FLOOR)

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2013

(Street)

WEST PALM BEACH, FL 33401

4. If Amendment, Date 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

(City)

(State)

(Zip)

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, par value $0.01 per share	03/13/2013		S⁽¹⁾		4,810,000	D	$ 24.745	8,911,131 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾	I	See Footnotes
Common Stock, par value $0.01 per share								100	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ROSS WILBUR L JR 319 CLEMATIS STREET ROOM 1000 (10TH FLOOR) WEST PALM BEACH, FL 33401	X	X
El Vedado, LLC 319 CLEMATIS STREET ROOM 1000 (10TH FLOOR) WEST PALM BEACH, FL 33401		X
WLR/GS Master Co-Investment, L.P. C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036		X
WLR Master Co-Investment GP LLC C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036		X
WLR IV PARALLEL ESC LP C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036		X
INVESCO WLR IV Associates LLC C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036		X
Invesco Private Capital, Inc. C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036		X
WLR Recovery Fund IV LP C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036		X
WLR Recovery Associates IV LLC C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036		X
WL Ross Group, L.P. C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036		X

Signatures

/s/ Rajinder P. Singh, as Attorney-in-Fact		03/15/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects the sale of BankUnited, Inc.'s common stock, par value $0.01 per share ("Common Stock"), consisting of 4,361,096 shares sold by WLR Recovery Fund IV, L.P., 17,514 shares sold by WLR IV Parallel ESC, L.P. and 431,390 shares sold by WLR/GS Master Co-Investment, L.P. in a secondary offering of BankUnited, Inc. that closed on March 13, 2013.
(2)	Each of the reporting persons disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.
(3)	WLR Recovery Fund IV, L.P. ("Fund IV") owns 8,079,479 shares of Common Stock of the issuer. Wilbur L. Ross, Jr. is the president and chief executive officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of Fund IV. WL Ross & Co. LLC serves as the investment manager to Fund IV. Accordingly, each of WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC may be deemed to be a beneficial owner of some or all the shares of Common Stock owned by Fund IV.
(4)	WLR IV Parallel ESC, L.P. (the "Parallel Fund") owns 32,448 shares of Common Stock of the issuer. Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC and the chairman and president of Invesco Private Capital, Inc. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which in turn is the general partner of the Parallel Fund. INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have entered into a parallel investment agreement pursuant to which WLR Recovery Associates IV LLC has been appointed as representative and attorney of the Parallel Fund to, among other things, exercise all rights, powers and privileges with respect to the Common Stock owned by the Parallel Fund and to take whatever action, including voting such Common Stock, as WLR Recovery Associates IV LLC (continued in footnote 5).
(5)	(continued from footnote 4) in its discretion deems fit. Accordingly, each of Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P., WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC may be deemed to be a beneficial owner of some or all the shares of Common Stock owned by the Parallel Fund.
(6)	WLR/GS Master Co-Investment L.P. (the "Co-Invest Fund") owns 799,204 shares of Common Stock of the issuer. Wilbur L. Ross, Jr. is the president and chief executive officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Master Co-Investment GP, LLC. WLR Master Co-Investment GP, LLC is the general partner of the Co-Invest Fund. WL Ross & Co. LLC serves as the investment manager to the Co-Invest Fund. Accordingly, each of WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Master Co-Investment GP, LLC may be deemed to be a beneficial owner of some or all the shares of Common Stock owned by the Co-Invest Fund.
Remarks: Due to technical limitations in the number of reporting persons that can be included in a Section 16 filing, this Form 4 is being filed in two separate filings. Please see exhibit 99.1 (Joint Filer Information) attached hereto. This is filing no. 1 of 2. Filing no. 2 is made solely for the purpose of including WL Ross & Co. LLC as a reporting person in this Form 4.

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