Edgar Filing: CENTERBRIDGE CAPITAL PARTNERS STRATEGIC L P

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 ^*

CENTERBRIDGE CAPITAL PARTNERS 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)	__X__ Other (specify below)
See Footnotes 2,3

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2011

(Street)

NEW YORK, NY 10152

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/02/2011		S		5,279,865	D	$ 25.65 ⁽¹⁾	10,767,704	D ⁽²⁾ ⁽³⁾

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CENTERBRIDGE CAPITAL PARTNERS L P 375 PARK AVENUE 12TH FLOOR NEW YORK, NY 10152		X		See Footnotes 2,3
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC L P 375 PARK AVENUE 12TH FLOOR NEW YORK, NY 10152		X		See Footnotes 2,3
Centerbridge Capital Partners SBS, L.P. 375 PARK AVENUE 12TH FLOOR NEW YORK, NY 10152		X		See Footnotes 2,3
CB BU Investors, L.L.C. 375 PARK AVENUE 12TH FLOOR NEW YORK, NY 10152		X		See Footnotes 2,3
CB BU Investors II, L.L.C. 375 PARK AVENUE 12TH FLOOR NEW YORK, NY 10152		X		See Footnotes 2,3
CB BU Investors III. L.L.C. 375 PARK AVENUE 12TH FLOOR NEW YORK, NY 10152		X		See Footnotes 2,3
Centerbridge Associates, L.P. 375 PARK AVENUE 12TH FLOOR NEW YORK, NY 10152		X		See Footnotes 2,3
Centerbridge GP Investors, LLC 375 PARK AVENUE 12TH FLOOR NEW YORK, NY 10152		X		See Footnotes 2,3
Gallogly Mark T 375 PARK AVENUE 12TH FLOOR NEW YORK, NY 10152		X		See Footnotes 2,3
Aronson Jeffrey 375 PARK AVENUE 12TH FLOOR NEW YORK, NY 10152		X		See Footnotes 2,3

Signatures

Centerbridge Capital Partners, L.P. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, L.L.C., its general partner By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Authorized Signatory		02/02/2011
^**Signature of Reporting Person		Date
Centerbridge Capital Partners SBS, L.P. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, L.L.C., its general partner By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Authorized Signatory		02/02/2011
^**Signature of Reporting Person		Date
Centerbridge Capital Partners Strategic, L.P. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, L.L.C., its general partner By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Authorized Signatory		02/02/2011
^**Signature of Reporting Person		Date
CB BU Investors, L.L.C. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, L.L.C., its general partner By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Authorized Signatory		02/02/2011
^**Signature of Reporting Person		Date
CB BU Investors II, L.L.C. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, L.L.C., its general partner By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Authorized Signatory		02/02/2011
^**Signature of Reporting Person		Date
CB BU Investors III, L.L.C. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, L.L.C., its general partner By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Authorized Signatory		02/02/2011
^**Signature of Reporting Person		Date
Centerbridge Associates, L.P. By: Centerbridge GP Investors, L.L.C., its general partner By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Authorized Signatory		02/02/2011
^**Signature of Reporting Person		Date
Centerbridge GP Investors, L.L.C. By: /s/ Mark T. Gallogly Name: Mark T. Gallogly Title: Authorized Signatory		02/02/2011
^**Signature of Reporting Person		Date
By: /s/ Mark T. Gallogly		02/02/2011
^**Signature of Reporting Person		Date
By: /s/ Jeffrey Aronson		02/02/2011
^**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)	This amount represents the $27.00 initial public offering price per share of common stock, par value $0.01 per share ("Common Stock"), of BankUnited, Inc. less the underwriting discount of $1.35 per share of Common Stock.
(2)	The shares of Common Stock to which this Form 4 relates are directly owned as follows: (i) 9,182,791 shares of Common Stock directly owned by Centerbridge Capital Partners, L.P.; (ii) 339,205 shares of Common Stock directly owned by Centerbridge Capital Partners Strategic, L.P.; (iii) 15,114 shares of Common Stock directly owned by Centerbridge Capital Partners SBS, L.P.; (iv) 584,532 shares of Common Stock directly owned by CB BU Investors, L.L.C., (v) 338,413 shares of Common Stock directly owned by CB BU Investors II, L.L.C.; and (vi) 307,649 shares of Common Stock directly owned by CB BU Investors III, L.L.C. (collectively, the "Centerbridge Funds").
(3)	Centerbridge Associates, L.P. is the general partner of each of the Centerbridge Funds. Centerbridge GP Investors, L.L.C. is the general partner of Centerbridge Associates, L.P. Mark Gallogly and Jeffrey Aronson are the managing members of Centerbridge GP Investors, L.L.C. Mark Gallogly and Jeffrey Aronson each disclaim beneficial ownership of the shares of Common Stock beneficially owned by the Centerbridge Funds.

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