FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BANKUNITED FINANCIAL CORP [ BKUNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/30/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Noncumulative Convertible Preferred Stock, Series B(1) | 10/30/2006 | A | 35,000(2) | A | $0(2) | 872,833 | D | |||
Noncumulative Convertible Preferred Stock, Series B(1) | 10/30/2006 | A | 35,000(2) | A | $0(2) | 907,833 | D | |||
Noncumulative Convertible Preferred Stock, Series B(1) | 10/30/2006 | A | 35,000(3) | A | $0 | 942,833 | D | |||
Noncumulative Convertible Preferred Stock, Series B | 3,103 | I | By Wife | |||||||
Noncumulative Convertible Preferred Stock, Series B | 5,868 | I | By Trust for Descendants | |||||||
Noncumulative Convertible Preferred Stock, Series B | 26,720 | I | By Rabbi Trust | |||||||
Class B Common Stock | 10/27/2006 | C(4) | 80,315 | D | $0 | 190,475 | D | |||
Class B Common Stock | 10/30/2006 | J(5) | 6,655 | D | $0 | 183,820 | D | |||
Class B Common Stock | 10/30/2006 | J(5) | 6,655 | A | $0 | 96,200 | I | By Trust For Descendants | ||
Class B Common Stock | 10/31/2006 | M | 3,000 | A | $7.25 | 186,820 | D | |||
Class B Common Stock | 1,914 | I | By Wife | |||||||
Class B Common Stock | 175,591 | I | By Rabbi Trust | |||||||
Class A Common Stock | 10/27/2006 | C(4) | 80,315 | A | $0(4) | 83,907 | D | |||
Class A Common Stock | 10/27/2006 | S | 5,315 | D | $27.14 | 78,592 | D | |||
Class A Common Stock | 10/30/2006 | S | 1,200 | D | $26.65 | 77,392 | D | |||
Class A Common Stock | 10/30/2006 | S | 13,700 | D | $26.66 | 63,692 | D | |||
Class A Common Stock | 10/30/2006 | S | 3,100 | D | $26.68 | 60,592 | D | |||
Class A Common Stock | 10/30/2006 | S | 22,600 | D | $26.7 | 37,992 | D | |||
Class A Common Stock | 10/30/2006 | S | 11,000 | D | $26.73 | 26,992 | D | |||
Class A Common Stock | 10/30/2006 | S | 12,500 | D | $26.74 | 14,492 | D | |||
Class A Common Stock | 10/30/2006 | S | 900 | D | $26.75 | 13,592 | D | |||
Class A Common Stock | 10/31/2006 | S | 10,000 | D | $27.2 | 3,592 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $7.25 | 10/31/2006 | M | 3,000 | 05/12/1997 | 05/12/2007 | Class B Common | 3,000 | $7.25 | 0 | D |
Explanation of Responses: |
1. Each share of Noncumulative Convertible Preferred Stock, Series B ("Series B Preferred Stock") is convertible into 1.4959 shares of the Company's Class B Common Stock. Each share of Class B Common Stock is convertible into one share of Class A Common Stock. Each share of Series B Preferred Stock is entitled to 2.5 votes per share. |
2. This amount represents 35,000 shares of restricted stock granted pursuant to the 2002 BankUnited Financial Corporation Stock Award and Incentive Plan. Vesting of the restricted stock grants are subject to the achievement of performance goals over a specified performance period, and if the performance goals are met, the shares are subject to vesting based on continued service, over a period of six years thereafter. The closing price of the Noncumulative Convertible Preferred Stock, Series B on the grant date was $40.12. |
3. This amount represents 35,000 shares of restricted stock granted pursuant to the 2002 BankUnited Financial Corporation Stock Award and Incentive Plan. Vesting of the restricted stock grants are subject to the achievement of performance goals over a specified performance period, and if the performance goals are met, the shares are subject to vesting based on continued service, over a period of five years thereafter. The closing price of the Noncumulative Convertible Preferred Stock, Series B on the grant date was $40.12. |
4. On October 27, 2006 the Reporting Person converted 80,315 shares of Class B Common Stock into an equivalent number of shares of Class A Common Stock. For estate planning and tax purposes, the Reporting Person sold 5,315 of these shares of Class A Common Stock in an open market transaction on October 27, 2006, 65,000 of these shares of Class A Common Stock in various open market transactions on October 30, 2006 and the remaining 10,000 shares of Class A Common Stock in a single transaction on Octotber 31, 2006. |
5. October 30, 2006 the Reporting Person transfered 6,655 directly owned shares of Class B Common Stock to the Trusts for Descendants for estate planning purposes. Because the reporting owner is a beneficial owner of the Trusts for Descendants, the Reporting Person's beneficial ownership remains unchanged as a result of the transaction. |
/s/ Alfred R. Camner | 10/31/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |