8-K/A

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): December 29, 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 1.01.Entry into a Material Definitive Agreement.

On December 29, 2014, the Company priced and entered into, and on December 30, 2014, consummated a private placement transaction pursuant to which it issued an aggregate of $25 million of the Company’s common stock to certain “accredited investors” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), at a purchase price of $10.56 per share (the “Offering”), in accordance with the Subscription Agreements, each dated as of December 29, 2014, entered into between the Company and each such accredited investor (the “Subscription Agreements”). The Subscription Agreements contain customary representations and warranties, indemnification rights and covenants of the Company and the investors.

Pursuant to the Subscription Agreements, the Company is required to file, as promptly as practicable and within 90 days following the closing of the Offering, one or more shelf registration statements with the Securities and Exchange Commission to register the resale of the common stock issued in the Offering. The Company has agreed to keep such shelf registration statement continuously effective and in compliance with the Securities Act and usable for resale of the common stock for a period from the date of its initial effectiveness until the time as there are no shares of the Company’s common stock issued in the Offering and owned by the Lead Investors (as defined in the Subscription Agreements) remaining.

The foregoing description of the terms of the Subscription Agreements is qualified in its entirety by reference to the form of Subscription Agreement filed as Exhibit 10.1 to this Form 8-Kand incorporated herein by reference.

On December 30, 2014, we issued a press release announcing the consummation of the Offering, which is attached hereto as Exhibit 99.1and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information provided in response to Item 1.01 herein is incorporated by reference into this Item 3.02. The Company’s common stock was offered and sold only to investors that met the “accredited investor” definition of Rule 501 of the Securities Act in reliance on the exemption from registration afforded under Section 4(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act. The Offering was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the investor in connection with the Offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Form of Subscription Agreement, dated December 29, 2014
99.1	Press Release, dated December 30, 2014

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.

December 30, 2014	COMMUNITYONE BANCORP
(Date)	(Registrant)
	/s/ Robert L. Reid
	Robert L. Reid
	President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

		For immediate release
		December 30, 2014
		For more information:
	Pam Cranford: 336-626-8300
	investorrelations@community1.com
	For press inquiries:
	Kim Graham: 980-819-6268

CommunityOne Bancorp Announces Private Placement of Common Stock

Charlotte, NC- December 30, 2014-CommunityOne Bancorp (NASDAQ: COB) (the “Company”), the bank holding company for CommunityOne Bank, N.A. (the “Bank”), announced today that it completed a private placement of $25 million of its common stock, positioning the Company to grow its earning assets, including its loan portfolio, in 2015.

In the offering, the Company issued its stock to certain “accredited investors” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), at a purchase price of $10.56 per share (the “Offering”). The terms of the offering were set forth in a Subscription Agreement, dated as of December 29, 2014, entered into between the Company and each investor. The proceeds from the offering will allow the Company to increase its banking activities in its communities as the economy continues to strengthen. During 2014, the Bank invested in expanded commercial, real estate and residential mortgage lending capacity through hiring and geographic expansion into Raleigh and Winston Salem, North Carolina, and as reported, experienced 15% annualized loan growth in the 3rd quarter.

“The participation by our largest investors in the Offering indicates their support of our 2015 goals,” said Chan Martin, Chairman of the Company’s Board of Directors “We look forward to continuing to serve the communities in which we do business next year.”

“We are very pleased with the success of the Offering,” said Bob Reid, President and CEO of the Company. “The proceeds from the offering should allow us to continue to invest in our lending platforms in order to support continued robust loan growth into the new year.”

The Company’s common stock was offered and sold only to investors that met the “accredited investor” definition of Rule 501 of the Securities Act in reliance on the exemption from registration afforded under Section 4(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act.

The common stock offered in the Offering has not been registered under the Securities Act, or state securities laws, and may not be offered or sold in the United States without being registered with the Securities and Exchange Commission (the “SEC”) or through an applicable exemption from SEC registration requirements. The Company has agreed to file a shelf registration statement with the SEC covering the common stock purchased by the investors. Any offering of the Company’s securities under the resale registration statement will be made only by means of a prospectus.

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any security of the Company, nor will there be any sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.

EXHIBIT 99.1

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 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. Investors can obtain additional information about the Company and the Bank through reviewing its website at www.community1.com.

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, 2013, its quarterly reports on Form 10-Q, and other filings made with the SEC.

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