Edgar Filing: SCHWARZMAN STEPHEN A

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 ^*

Blackstone Family Investment Partnership V L.P.

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

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

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

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP, 345 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2012

(Street)

NEW YORK, NY 10154

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	02/29/2012		J⁽¹⁾		4,117,032	D	⁽¹⁾	6,313,634	I	See footnotes ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	02/29/2012		J⁽¹⁾		1,287,389	D	⁽¹⁾	1,974,262	I	See footnotes ⁽³⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	02/29/2012		J⁽¹⁾		7,193	D	⁽¹⁾	11,031	I	See footnotes ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	02/29/2012		J⁽¹⁾		4,180	D	⁽¹⁾	6,410	I	See footnotes ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

Series A Nonvoting Convertible Preferred Stock

⁽⁸⁾

02/29/2012

J⁽¹⁾

4,117,032

⁽⁹⁾

⁽¹⁰⁾

Common Stock

4,117,032

⁽¹⁾

4,117,032

See footnotes ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾

Series A Nonvoting Convertible Preferred Stock

⁽⁸⁾

02/29/2012

J⁽¹⁾

1,287,389

⁽⁹⁾

⁽¹⁰⁾

Common Stock

1,287,389

⁽¹⁾

1,287,389

See footnotes ⁽³⁾ ⁽⁶⁾ ⁽⁷⁾

Series A Nonvoting Convertible Preferred Stock

⁽⁸⁾

02/29/2012

J⁽¹⁾

7,193

⁽⁹⁾

⁽¹⁰⁾

Common Stock

7,193

⁽¹⁾

7,193

See footnotes ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾

Series A Nonvoting Convertible Preferred Stock

⁽⁸⁾

02/29/2012

J⁽¹⁾

4,180

⁽⁹⁾

⁽¹⁰⁾

Common Stock

4,180

⁽¹⁾

4,180

See footnotes ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Blackstone Family Investment Partnership V L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Participation Partnership V L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
BCP V Side-by-Side GP L.L.C. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Holdings III L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Group L.P. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Group Management L.L.C. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X
SCHWARZMAN STEPHEN A C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154		X

Signatures

Blackstone Family Investment Partnership V L.P. By: /s/ Chinh Chu Name: Chinh Chu Title: Authorized Person		02/29/2012
^**Signature of Reporting Person		Date
Blackstone Participation Partnership V L.P. By: /s/ Chinh Chu Name: Chinh Chu Title: Authorized Person		02/29/2012
^**Signature of Reporting Person		Date
BCP V Side-By-Side GP L.L.C. By: /s/ Chinh Chu Name: Chinh Chu Title: Authorized Person		02/29/2012
^**Signature of Reporting Person		Date
Blackstone Holdings III L.P. By: /s/ Chinh Chu Name: Chinh Chu Title: Authorized Person		02/29/2012
^**Signature of Reporting Person		Date
The Blackstone Group L.P. By: /s/ Chinh Chu Name: Chinh Chu Title: Authorized Person		02/29/2012
^**Signature of Reporting Person		Date
Blackstone Group Management L.L.C. By: /s/ Chinh Chu Name: Chinh Chu Title: Authorized Person		02/29/2012
^**Signature of Reporting Person		Date
Stephen A. Schwarzman /s/ Stephen A. Schwarzman		02/29/2012
^**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)	Pursuant to an exchange agreement approved by the Board of Directors of BankUnited, Inc., shares of common stock, par value $0.01 per share ("Common Stock"), of BankUnited, Inc. were exchanged for a like number of shares of Series A Nonvoting Convertible Preferred Stock, par value $0.01 per share.
(2)	These securities are held by Blackstone Capital Partners V L.P. ("BCP V").
(3)	These securities are held by Blackstone Capital Partners V-AC L.P. ("BCP V-AC").
(4)	These securities are held by Blackstone Family Investment Partnership V L.P. ("Family").
(5)	These securities are held by Blackstone Participation Partnership V L.P. ("Participation").
(6)	The general partner of BCP V and BCP V-AC is Blackstone Management Associates V L.L.C. BMA V L.L.C. is the sole member of Blackstone Management Associates V L.L.C. The general partner of Family and Participation is BCP V Side-By-Side GP L.L.C. Blackstone Holdings III L.P. is the managing member and the owner of a majority in interest of BMA V L.L.C. and the sole member of BCP V Side-By-Side GP L.L.C. Blackstone Holdings III L.P. is indirectly controlled by The Blackstone Group L.P. The Blackstone Group L.P. is controlled by its general partner, Blackstone Group Management L.L.C., which is in turn controlled by its founder, Stephen A. Schwarzman.
(7)	Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
(8)	The Series A Nonvoting Convertible Preferred Stock is convertible into shares of Common Stock on a one-for-one basis.
(9)	The Series A Nonvoting Convertible Preferred Stock is convertible into shares of Common Stock immediately upon issuance.
(10)	The conversion of the Series A Nonvoting Convertible Preferred Stock has no expiration date.
Remarks: Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, Blackstone Capital Partners V L.P., Blackstone Capital Partners V-AC L.P., Blackstone Management Associates V L.L.C. and BMA V L.L.C. have filed a separate Form 4.

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