Statement of Changes in Beneficial Ownership (4)
November 03 2014 - 11:50AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
SCHUPP RUDY E
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2. Issuer Name
and
Ticker or Trading Symbol
1st United Bancorp, Inc.
[
FUBC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
ONE NORTH FEDERAL HIGHWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/31/2014
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(Street)
BOCA RATON, FL 33432
(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
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10/31/2014
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D
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146819
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D
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(1)
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0
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D
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Common Stock
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10/31/2014
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D
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12000
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D
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(2)
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0
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I
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By IRA Account
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Options (right to buy)
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$5.4
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10/31/2014
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D
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466666
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(3)
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9/23/2019
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Common Stock
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466666
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$0
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0
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D
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Employee Stock Options (right to buy)
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$7
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10/31/2014
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D
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60000
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(4)
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9/30/2018
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Common Stock
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60000
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$0
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0
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D
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Employee Stock Options (right to buy)
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$5.4
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10/31/2014
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D
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70000
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(5)
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10/6/2019
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Common Stock
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70000
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$0
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0
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D
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Employee Stock Options (right to buy)
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$6.5
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10/31/2014
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D
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166667
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(6)
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3/22/2021
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Common Stock
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166667
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$0
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0
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D
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Employee Stock Options (right to buy)
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$6.5
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10/31/2014
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D
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25000
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(7)
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4/12/2021
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Common Stock
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25000
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$0
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to Agreement and Plan of Merger by and between issuer and Valley National Bancorp dated May 7, 2014, in exchange for 130,668 shares of Valley National Bancorp common stock having a market value of $9.98 per share on the effective date of the merger.
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(
2)
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Disposed of pursuant to Agreement and Plan of Merger by and between issuer and Valley National Bancorp dated May 7, 2014, in exchange for 10,680 shares of Valley National Bancorp common stock having a market value of $9.98 per share on the effective date of the merger.
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(
3)
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This option, which provided for vesting in ten equal installments beginning September 23, 2010, was canceled in the merger in exchange for a cash payment of $86,400 representing the difference between the exercise price of the option and the average closing price of 1st United Bancorp, Inc. common stock on the twenty (20) trading days ending on October 24, 2014 ($8.44 per share).
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(
4)
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This option, which provided for vesting in five equal installments beginning September 30, 2009, was canceled in the merger in exchange for a cash payment of $1,418,664.64 representing the difference between the exercise price of the option and the average closing price of 1st United Bancorp, Inc. common stock on the twenty (20) trading days ending on October 24, 2014 ($8.44 per share).
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(
5)
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This option, which provided for vesting in ten equal installments beginning October 6, 2010, was canceled in the merger in exchange for a cash payment of $212,800 representing the difference between the exercise price of the option and the average closing price of 1st United Bancorp, Inc. common stock on the twenty (20) trading days ending on October 24, 2014 ($8.44 per share).
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(
6)
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This option, which provided for vesting in five equal installments beginning March 22, 2012, was canceled in the merger in exchange for a cash payment of $323,333.98 representing the difference between the exercise price of the option and the average closing price of 1st United Bancorp, Inc. common stock on the twenty (20) trading days ending on October 24, 2014 ($8.44 per share).
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(
7)
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This option, which provided for vesting in five equal installments beginning April 12, 2012, was canceled in the merger in exchange for a cash payment of $48,500 representing the difference between the exercise price of the option and the average closing price of 1st United Bancorp, Inc. common stock on the twenty (20) trading days ending on October 24, 2014 ($8.44 per share).
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SCHUPP RUDY E
ONE NORTH FEDERAL HIGHWAY
BOCA RATON, FL 33432
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X
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Chief Executive Officer
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Signatures
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/s/ John Marino, attorney-in-fact
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11/3/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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