Statement of Changes in Beneficial Ownership (4)
18 March 2020 - 9:53AM
Edgar (US Regulatory)
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
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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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1. Name and Address of Reporting Person
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Cornish Thomas M. |
2. Issuer Name and Ticker or Trading Symbol
BankUnited, Inc.
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BKU
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer |
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(Last)
(First)
(Middle)
C/O BANKUNITED, INC., 14817 OAK LANE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/13/2020 |
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(Street)
MIAMI LAKES, FL 33016
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, par value $0.01 per share | 3/13/2020 | | M | | 28199 | A | $23.01 | 112776 | D | |
| Common Stock, par value $0.01 per share | 3/13/2020 | | F(1) | | 10927 | D | $23.01 | 101849 | D | |
| Common Stock, par value $0.01 per share | | | | | | | | 400 | I | As Co-Trustee (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Restricted Stock Unit | (3) | 3/13/2020 | | M | | | 13538 | (4) | (4) | Common Stock, par value $0.01 per share | 13538 | $0.00 | 16909 | D | |
| Performance Share Unit | (3) | 3/13/2020 | | M | | | 14661 | (5) | (5) | Common Stock, par value $0.01 per share | 14661 | $0.00 | 0 | D | |
| Explanation of Responses: |
| (1) | Shares of BankUnited, Inc. common stock withheld by the Issuer to satisfy the tax withholding obligation of the reporting person arising from the vesting of restricted shares and performance shares on March 13, 2020. These shares were not sold by the reporting person but were instead withheld from the total number of vested shares received by the reporting person from the Issuer. |
| (2) | Shares held by the P.A. Castellanos-Cornish Revocable Trust for which Mr. Cornish serves as a co-trustee. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or any other purpose. |
| (3) | Each restricted stock unit and performance share unit represents the right to receive, at settlement, one share of common stock or cash in an amount equal to the fair market value of one share of common stock. |
| (4) | Issued pursuant to the terms of the BankUnited, Inc. 2014 Omnibus Equity Incentive Plan. 9,409 units vested on December 31, 2019, 8,652 units will vest on December 31, 2020, 4,129 units will vest on December 31, 2021, and 4,128 units will vest on December 31, 2022. |
| (5) | 13,538 performance share units vested on December 31, 2019 and are fully vested. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Cornish Thomas M.
C/O BANKUNITED, INC.
14817 OAK LANE
MIAMI LAKES, FL 33016 |
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| Chief Operating Officer |
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Signatures
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| /s/ Susan Greenfield, Attorney-in-Fact | | 3/17/2020 |
| **Signature of Reporting Person | Date |
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