Statement of Ownership (sc 13g)
February 14 2013 - 6:14AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
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1
st
United Bancorp, Inc.
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(Name of Issuer)
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Common Stock, $0.01 par value
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(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x
Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
Rule 13d-1(d)
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
Forest Hill Capital,
L.L.C.,
73-1597141
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
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5
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SOLE VOTING POWER
316,549
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,734,173
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,734,173
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
5.1%**
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12
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TYPE OF REPORTING
PERSON*
IA, OO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mark Lee
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S. Citizen
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
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5
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SOLE VOTING POWER
316,549
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,734,173
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,734,173
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
5.1%**
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12
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TYPE OF REPORTING
PERSON*
HC, IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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SCHEDULE 13G
This Schedule 13G (this Schedule 13G) is being filed on behalf of Forest Hill Capital, L.L.C., a Delaware limited liability
company (Forest Hill), and Mr. Mark Lee, principal of Forest Hill.
This Schedule 13G
relates to Common Stock, $0.01 par value (the Common Stock), of 1
st
United Bancorp, Inc., a Florida corporation (the Issuer), purchased by Forest Hill for the accounts of (i) Forest Hill Select Fund, L.P. (Forest Hill Select), of which Forest
Hill is the general partner, (ii) a managed account to which Forest Hill acts as investment advisor and retains voting authority (the Voting Managed Account and together with Forest Hill Select, the Voting Accounts) and
(iii) a managed account to which Forest Hill acts as investment advisor, but does not retain voting authority (the Non-Voting Account).
Item 1(a)
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Name of Issuer.
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1
st
United
Bancorp, Inc.
Item 1(b)
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Address of Issuers Principal Executive Offices.
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One North Federal Highway
Boca Raton, Florida 33432
Item 2(a)
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Name of Person Filing.
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Forest Hill Capital, L.L.C. and Mark Lee
Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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100 Morgan Keegan Dr., Suite 430
Little Rock, Arkansas 72202
Item 2(c)
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Citizenship or Place of Organization.
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Forest Hill is a limited liability company organized under the laws of the State of Delaware. Mark Lee is the principal of Forest Hill and a United States citizen.
Item 2(d)
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Title of Class of Securities.
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Common Stock, $0.01 par value (the Common Stock)
33740N105
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Forest Hill is an investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
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(a)
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Forest Hill and Mr. Lee are the beneficial owners of 1,734,173 shares of Common Stock.
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(b)
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Forest Hill and Mr. Lee are the beneficial owners of 5.1% of the outstanding shares of Common Stock. This percentage is determined by dividing 1,734,173 by
34,070,270, the number of shares of Common Stock issued and outstanding as of October 12, 2012 as reported in the Issuers Form 10-Q filed on October 22, 2012.
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(c)
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Forest Hill has the sole power to vote the 316,549 shares of Common Stock held in the Voting Accounts and beneficially owned by Forest Hill. As the principal of Forest
Hill, Mr. Lee may direct the vote of the 316,549 shares of Common Stock held in the Voting Accounts and beneficially owned by Forest Hill. Neither Forest Hill nor Mr. Lee has the power to vote the 1,417,624 shares of Common Stock held in
the Non-Voting Account. Forest Hill has the sole power to dispose of the 1,734,173 shares of Common Stock beneficially owned by Forest Hill. As the principal of Forest Hill, Mr. Lee may direct the disposition of the 1,734,173 shares of Common
Stock beneficially owned by Forest Hill.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Inapplicable.
Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Inapplicable.
Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Inapplicable.
Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
Item 9
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Notice of Dissolution of Group.
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Inapplicable.
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired for the and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Joint
Filing Agreement dated February 14, 2013, between Forest Hill and Mark Lee.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2013
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Forest Hill Capital, L.L.C.
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By:
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/S/ MARK LEE
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Mark Lee, Manager
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/S/ MARK LEE
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Mark Lee
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