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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Ostermayer Lawrence
2. Issuer Name and Ticker or Trading Symbol

1st United Bancorp, Inc. [ FUBC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr VP Credit Administration
(Last)          (First)          (Middle)

ONE NORTH FEDERAL HIGHWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

10/31/2014
(Street)

BOCA RATON, FL 33432
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/31/2014     D    14076   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy)   $6.08   10/31/2014     D         13500      (2) 2/28/2023   Common Stock   13500   $0   0   D    
Employee Stock Options (right to buy)   $7.2   10/31/2014     D         2000      (3) 5/1/2019   Common Stock   2000   $0   0   D    
Employee Stock Options (right to buy)   $5.65   10/31/2014     D         7000      (4) 10/29/2019   Common Stock   7000   $0   0   D    
Employee Stock Options (right to buy)   $6.91   10/31/2014     D         9000      (5) 1/3/2021   Common Stock   9000   $0   0   D    
Employee Stock Options (right to buy)   $5.9   10/31/2014     D         10000      (6) 3/1/2022   Common Stock   10000   $0   0   D    
Employee Stock Options (right to buy)   $7.70   10/31/2014     D         15000      (7) 2/28/2024   Common Stock   15000   $0   0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to Agreement and Plan of Merger by and between issuer and Valley National Bancorp dated May 7, 2014, in exchange for 12,527 shares of Valley National Bancorp common stock having a market value of $9.98 per share on the effective date of the merger.
( 2)  This option, which provided for vesting in seven equal installments beginning on the first anniversary of the respective stock grant date, was canceled in the merger in exchange for a cash payment of $2,480 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).
( 3)  This option, which provided for vesting in seven equal annual installments beginning on the first anniversary of the respective stock grant date, was canceled in the merger in exchange for a cash payment of $19,530 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).
( 4)  This option, which provided for vesting in seven equal annual installments beginning on the first anniversary of the respective grant date, was canceled in the merger in exchange for a cash payment of $13,770 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).
( 5)  This option, which provided for vesting in seven equal annual installments beginning on the first anniversary of the respective grant date, was canceled in the merger in exchange for a cash payment of $25,400 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).
( 6)  This option, which provided for vesting in seven equal annual installments beginning on the first anniversary of the respective grant date, was canceled in the merger in exchange for a cash payment of $31,860 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).
( 7)  This option, which provided for vesting in ten equal installments beginning February 28, 2015, was canceled in the merger in exchange for a cash payment of $11,100 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).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ostermayer Lawrence
ONE NORTH FEDERAL HIGHWAY
BOCA RATON, FL 33432


Sr VP Credit Administration

Signatures
/s/ John Marino, attorney-in-fact 11/3/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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