8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2014

COMMUNITYONE BANCORP

(Exact name of registrant as specified in its charter)

                    North Carolina                 000-13823                    56-1456589

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

1017 East Morehead Street, Charlotte North Carolina 28204

(Address of principal executive offices)

Registrant's telephone number, including area code: (336) 626-8300

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[	]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[	]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[	]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[	]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)Austin A. Adams, Chair and lead independent director of CommunityOne Bancorp (the “Company”) and its banking subsidiary, CommunityOne Bank, N.A. (“Bank”), resigned from the boards of directors of the Company and the Bank, effective June 25, 2014. Mr. Adams has agreed to serve as a director of First Niagara Financial Group, Buffalo, New York, and its banking subsidiary, First Niagara Bank, N.A. Thus, his resignation was for personal and business reasons and not because of a disagreement with the Company or the Bank or their respective boards of directors.

The boards of directors of the Company and the Bank have each unanimously elected J. Chandler Martin as the Chair and lead independent director.

A copy of the press release announcing the resignation of Mr. Adams from the boards of the Company and the Bank and the election of Mr. Martin as Chair is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated July 1, 2014, announcing the resignation of Austin A. Adams as Chair and lead independent director of CommunityOne Bancorp and CommunityOne Bank, N.A. and election of J. Chandler Martin as Chair and lead independent director in his place.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

July 1, 2014	COMMUNITYONE BANCORP
(Date)	(Registrant)
	/s/ David L. Nielsen
	David L. Nielsen
	Chief Financial Officer

EX-99.1

	For immediate release:
	July 1, 2014
	For more information:
	Krisie Bassinger: 980.819.6268
	Pam Cranford: 336.626.8300
	investorrelations@community1.com

CommunityOne Board Chair resigns to take directorship at First Niagara Financial Group; replaced by J. Chandler Martin, former Bank of America Treasurer

Charlotte, NC - CommunityOne Bancorp (NASDAQ: COB), Charlotte, North Carolina, announced today that the Chair and lead independent director of its Board of Directors, Austin A. Adams, has resigned. He has been appointed a director at First Niagara Financial Group, and its subsidiary bank, First Niagara Bank, N.A., a $38 billion community oriented bank headquartered in Buffalo, New York and banking law prevents Mr. Austin from serving on two bank boards at the same time. The Board has unanimously elected J. Chandler Martin as Chair of the Board and lead independent director in place of Mr. Adams. Mr. Martin, 63, is the former Treasurer of Bank of America, N.A., Charlotte, North Carolina, where he was responsible for funding, liquidity and interest rate risk management. Prior to that, Mr. Martin was Bank of America’s Enterprise Market and Operational Risk Executive and the risk management executive for Global Corporate and Investment Banking. Mr. Martin has been on the Board of CommunityOne since it was recapitalized in October 2011.

“I have been fortunate to have the opportunity to serve CommunityOne with a great management group and directors during the past three years, as we have overseen the restoration to health and service of this historic banking franchise, positioning it for growth through the coming years,” said Austin Adams. “I leave the Board having accomplished these goals, knowing it is in good hands under the leadership of Chan Martin.”

“The CommunityOne Board has been fortunate to have Austin as its Chair since the recapitalization of the Company,” said Brian Simpson, Chief Executive Officer of CommunityOne. “His experience as the former Chief Information Officer for JP Morgan Chase, and prior to that Banc One Corp. and First Union Corp., has been invaluable to us and we wish Austin the best. We also are fortunate that Chan Martin, a very experienced banker with deep risk management expertise, is on our Board and we are looking forward to Chan’s leadership as the new Board Chair.”

About CommunityOne Bancorp

CommunityOne Bancorp is the North Carolina-based bank holding company for CommunityOne Bank, N.A., a $2 billion community bank, operating 50 branches throughout central, southern and western North Carolina, offering a wide variety of consumer, mortgage and commercial banking services to retail and business customers, including loans, deposits, treasury management, wealth, and online banking. CommunityOne Bancorp’s shares are traded on the NASDAQ stock market under the symbol, “COB.”

Caution About Forward-looking Statements

Certain statements made in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about events or results or otherwise are not statements of historical facts, such as statements about the Company’s board or its structure. Although the Company believes that its expectations with respect to such forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from those expressed or implied by such forward-looking statements. Factors could cause actual events or results to differ significantly from those described in the forward-looking statements include, but are not limited to those described in the cautionary language included under the headings “Risk Factors” and in other sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, its quarterly reports on Form 10-Q, and other filings made with the SEC.

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