UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

FORM D

OMB APPROVAL
OMB Number: 3235-0076
Expires: June 30, 2012
Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities


1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s)   o None Entity Type
0000764811
FNB CORP/NC
 
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
  FNB United Corp.
Jurisdiction of Incorporation/Organization
NORTH CAROLINA
 
Year of Incorporation/Organization
  x Over Five Years Ago
  o Within Last Five Years (Specify Year)  
  o Yet to Be Formed  



2. Principal Place of Business and Contact Information
Name of Issuer  
  FNB United Corp.  
Street Address 1 Street Address 2
  150 South Fayetteville Street  
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
  Asheboro   NORTH CAROLINA   27203   336-626-8300  



3. Related Persons
Last Name First Name Middle Name
Simpson Brian E.
Street Address 1 Street Address 2
150 South Fayetteville Street
City State/Province/Country ZIP/Postal Code
Asheboro NORTH CAROLINA 27203
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Chief Executive Officer
Last Name First Name Middle Name
Reid Robert L.
Street Address 1 Street Address 2
150 South Fayetteville Street
City State/Province/Country ZIP/Postal Code
Asheboro NORTH CAROLINA 27203
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  President
Last Name First Name Middle Name
Nielsen David L.
Street Address 1 Street Address 2
150 South Fayetteville Street
City State/Province/Country ZIP/Postal Code
Asheboro NORTH CAROLINA 27203
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Chief Financial Officer
Last Name First Name Middle Name
Lavoie David C.
Street Address 1 Street Address 2
150 South Fayetteville Street
City State/Province/Country ZIP/Postal Code
Asheboro NORTH CAROLINA 27203
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Chief Risk Officer
 
Last Name First Name Middle Name
Murphy Gregory P.
Street Address 1 Street Address 2
150 South Fayetteville Street
City State/Province/Country ZIP/Postal Code
Asheboro NORTH CAROLINA 27203
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Chief Workout Officer
Last Name First Name Middle Name
McBryde III Angus M.
Street Address 1 Street Address 2
150 South Fayetteville Street
City State/Province/Country ZIP/Postal Code
Asheboro NORTH CAROLINA 27203
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Treasurer
Last Name First Name Middle Name
Adams Austin A.
Street Address 1 Street Address 2
8904 Winged Borne Road
City State/Province/Country ZIP/Postal Code
Charlotte NORTH CAROLINA 28210
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Bresnan John
Street Address 1 Street Address 2
2 Bedons Alley
City State/Province/Country ZIP/Postal Code
Charleston SOUTH CAROLINA 29401
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
 
Last Name First Name Middle Name
Kauffman Scott B.
Street Address 1 Street Address 2
65 East 55th Street 32nd Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10022
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Licari Jerry R.
Street Address 1 Street Address 2
8204 Bar Harbor Lane
City State/Province/Country ZIP/Postal Code
Charlotte NORTH CAROLINA 28210
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Martin J. Chandler
Street Address 1 Street Address 2
2226 Thetford Court
City State/Province/Country ZIP/Postal Code
Charlotte NORTH CAROLINA 28211
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Schmitt, Jr. Louis A.
Street Address 1 Street Address 2
2122 Roswell
City State/Province/Country ZIP/Postal Code
Charlotte NORTH CAROLINA 28207
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
 
Last Name First Name Middle Name
McKenney, Jr. H. Ray
Street Address 1 Street Address 2
525 Stuart Ridge
City State/Province/Country ZIP/Postal Code
Cramerton NORTH CAROLINA 28032
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Neely, Jr. R. Reynolds
Street Address 1 Street Address 2
703 Sunset Avenue
City State/Province/Country ZIP/Postal Code
Asheboro NORTH CAROLINA 27203
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
Last Name First Name Middle Name
Wilson, Jr. Boyd C.
Street Address 1 Street Address 2
800 Golfview Park
City State/Province/Country ZIP/Postal Code
Lenoir NORTH CAROLINA 28645
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   
 


4. Industry Group
o Agriculture   Health Care o Retailing
  Banking & Financial Services   o Biotechnology o Restaurants
  x Commercial Banking   o Health Insurance   Technology
  o Insurance   o Hospitals & Physicians   o Computers
  o Investing   o Pharmaceuticals   o Telecommunications
  o Investment Banking   o Other Health Care   o Other Technology
  o Pooled Investment Fund

        Travel
  o Other Banking & Financial Services o Manufacturing   o Airlines & Airports
  Real Estate   o Lodging & Conventions
  o Commercial   o Tourism & Travel Services
  o Construction   o Other Travel
  o REITS & Finance o Other
  o Residential  
  o Other Real Estate  
o Business Services  
  Energy  
  o Coal Mining  
  o Electric Utilities  
  o Energy Conservation  
  o Environmental Services  
  o Oil & Gas  
  o Other Energy  


5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
x Over $100,000,000 o Over $100,000,000
o Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506
o Rule 504 (b)(1)(ii) o Securities Act Section 4(6)
o Rule 504 (b)(1)(iii) o Investment Company Act Section 3(c)

7. Type of Filing
x New Notice Date of First Sale   2011-10-21 o First Sale Yet to Occur
o Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? o Yes x No

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests x Equity
o Tenant-in-Common Securities o Debt
o Mineral Property Securities o Option, Warrant or Other Right to Acquire Another Security
o Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security o Other (describe)
   


10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? x Yes o No
 
Clarification of Response (if Necessary)  
  This offering is being made concurrently with the acquisition by the issuer of the Bank of Granite Corporation. Refer to Registration Statement on Form S-4 (File No. 333-176357) and joint proxy statement/prospectus dated September 15, 2011.

11. Minimum Investment
Minimum investment accepted from any outside investor $   0   USD

12. Sales Compensation
Recipient Recipient CRD Number o None
  Sandler, O'Neill & Partners, L.P.   23328
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
       
Street Address 1 Street Address 2
  919 Third Avenue    
City State/Province/Country ZIP/Postal Code
  New York   NEW YORK   10022
State(s) of Solicitation o All States o Foreign/Non-US
  CALIFORNIA
  COLORADO
  CONNECTICUT
  ILLINOIS
  MINNESOTA
  NEW JERSEY
  NEW YORK
  NORTH CAROLINA
  SOUTH CAROLINA
 
 



13. Offering and Sales Amounts
Total Offering Amount $   327368848   USD o Indefinite
Total Amount Sold $   327368848   USD  
Total Remaining to be Sold $   0   USD o Indefinite
 
Clarification of Response (if Necessary)
   


14. Investors
o Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 46


15. Sales Commissions & Finders' Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $   8718750   USD o Estimate
Finders' Fees $   0   USD o Estimate
 
Clarification of Response (if Necessary)
   


16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
  $   1760000   USD o Estimate
 
Clarification of Response (if Necessary)
  As more fully described in the joint proxy statement/prospectus dated September 15, 2011, certain senior executive officers of the issuer were entitled to receive "success fees" upon the closing of the offering.

Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission  
  In submitting this notice, each Issuer named above is:  
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
 
 
  Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
  For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

All Issuers Signature Name of Signer Title Date
FNB United Corp. Brian E. Simpson Brian E. Simpson Chief Executive Officer 2011-11-03

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