UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3031, 2014

(Exact name of registrant as specified in its charter)

Florida	001-34462	65-0925265
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One North Federal Highway, Boca Raton, Florida		33432
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (561) 362-3435

___________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1^ST UNITED BANCORP, INC.

FORM 8-K

CURRENT REPORT

~~Item~~Introductory ~~2.02. Results of Operations and Financial Condition.~~Note

~~1st~~This ~~United Bank~~Current ~~(the~~Report ~~“Bank”),~~on ~~1st~~Form 8-K ~~United Bancorp, Inc.’s (the “Registrant”) primary subsidiary,~~ is ~~subject~~ tobeing ~~supervision~~filed ~~and~~in ~~examination~~connection bywith the ~~Federal~~consummation ~~Reserve.~~on ~~The~~October ~~Bank~~31, is2014 ~~required~~of tothe ~~submit~~transactions tocontemplated by the ~~Federal~~Agreement ~~Deposit Insurance~~and ~~Corporation~~Plan of Merger (the “~~FDIC~~Merger Agreement”), ~~certain~~dated ~~reports~~as ~~entitled~~of ~~“Consolidated~~May ~~Reports~~7, of2014, ~~Condition~~by and ~~Income”~~between ~~(each, a~~1st ~~“Call~~United ~~Report” and collectively~~Bancorp, ~~the~~Inc. (the “~~Call Reports~~Registrant”). ~~The~~and ~~Bank’s~~Valley ~~Call~~National ~~Reports~~Bancorp, ~~are~~a ~~prepared~~New inJersey ~~accordance with~~corporation ~~regulatory~~(“Valley”). ~~instructions~~Pursuant to ~~issued by~~ the ~~Federal~~Merger ~~Financial~~Agreement, ~~Institutions~~on ~~Examination~~October ~~Council~~31, ~~and~~2014 ~~consist~~(the of“Effective ~~a balance sheet~~Time”), ~~income statement,~~the ~~changes~~Registrant inmerged ~~equity~~with ~~capital~~ and ~~other~~into ~~supporting~~Valley (the ~~schedules~~“Merger”), aswith ofValley as the ~~end~~surviving ofcorporation in the ~~period~~Merger. toImmediately ~~which~~following ~~each~~the ~~such Call Report~~consummation ~~relates.~~of ~~The~~the ~~publicly~~Merger, ~~available~~1st ~~portions~~United ofBank, the ~~Bank~~Registrant’s ~~Call~~wholly-owned ~~Reports~~bank ~~are~~subsidiary‎, onmerged ~~file~~(the “Bank Merger”) with, and ~~publicly~~into ~~available~~Valley atBank, ~~the~~Valley’s ~~Federal Deposit~~wholly-owned ~~Insurance~~bank ~~Corporation~~subsidiary ‎(~~the~~ “~~FDIC~~Valley Bank”)‎, ~~550~~with ~~17th~~Valley Bank ~~Street,~~as ~~N.W., Washington, D.C. 20429 and on~~ the ~~FDIC’s~~surviving ~~website at~~bank ~~www.fdic.gov.~~in ~~The contents of~~ the ~~FDIC’s~~Bank ~~Internet website are not incorporated by reference into, and are not otherwise a part of, this Report~~Merger.

OnPursuant ~~October~~to 30the Merger Agreement, holders ~~2014~~of the Registrant’s common stock (including all unvested restricted stock awards) have a right to receive 0.89 shares (the “Exchange Ratio”) of common stock of Valley, no par value (the “Valley Common Stock”), for each share of the ~~Bank~~Registrant’s ~~filed~~common ~~its~~stock ~~Call~~held ~~Report~~immediately prior to the Effective Time, with cash to be paid in lieu of fractional shares. At the Effective Time, except for certain out-of-the-money ~~period~~options ~~ended~~that ~~September~~were 30cancelled, ~~2014~~each outstanding option to purchase shares of the Registrant’s common stock, whether or not vested or exercisable, was converted into the right to receive a cash payment (“Option Payment”). The ~~Registrant~~Option ~~anticipates~~Payment equaled the ~~Call~~product ~~Report~~of ~~will~~(A) bethe ~~available~~number onof shares of the ~~FDIC~~Registrant’s ~~website~~common onstock orinto ~~about~~which ~~October~~such 31stock options held were convertible and (B) the excess, ~~2014~~if any, of (x) the average closing price of one share of Valley common stock for the 20 trading days immediately preceding the date which if five trading days prior to consummation of the Merger $8.44 multiplied by the Exchange Ratio less (y) the exercise price per share of the stock options.

The ~~information~~foregoing ~~presented~~description inof the ~~Call~~Merger ~~Report~~Agreement isdoes ~~preliminary~~not ~~and~~purport ~~unaudited,~~to ~~filed~~be ~~solely~~a ~~for~~complete ~~bank~~description ~~regulatory~~and ~~purposes,~~is ~~and~~qualified ~~relates~~in ~~only~~its entirety by reference to the ~~Bank~~full text of the Merger Agreement, ~~and~~a ~~not~~ copy of which was filed as Exhibit 2.1 to the Registrant’s onCurrent aReport ~~consolidated~~on ~~basis.~~Form ~~Therefore,~~8-K filed with the ~~results~~Securities ~~filed~~and inExchange Commission (the ~~Call~~“SEC”) ~~Report~~on ~~are~~May ~~not~~8, ~~necessarily~~2014, ~~indicative~~and ofis ~~the results~~incorporated ofherein ~~the~~by ~~Registrant~~reference.

~~Forward~~Item ~~Looking Statements~~2.01. Completion of Acquisition or Disposition of Assets.

~~Statements~~On ~~made or~~October ~~incorporated by reference in this Current Report on Form 8-K~~31, ~~other than those concerning historical financial information~~2014, ~~may~~ ~~be considered forward-looking statements within~~ the Registrant ~~meaning~~completed of the ~~Private~~Merger ~~Securities~~pursuant ~~Litigation Reform Act of 1995 and are subject~~ to ~~risks~~the ~~and~~Merger ~~uncertainties~~Agreement. ~~These~~As ~~forward-looking~~a ~~statements~~result ~~include,~~of ~~without~~the ~~limitation~~Merger, ~~statements regarding~~ the Registrant’s ~~expectation~~ ~~concerning~~separate ~~its financial condition, operating results, cash flows, liquidity and capital resources. A discussion of~~corporate ~~risk,~~existence ~~uncertainties~~ceased and ~~other~~Valley ~~factors~~continued ~~that~~as ~~could cause actual results to differ materially from management’s expectations is set forth under~~ the ~~captions~~surviving “Business – Note about Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, as updated by its subsequent quarterly reportscorporation.

~~SIGNATURES~~In accordance with the Merger Agreement, within five business days, Valley is obligated to send to former shareholders of the Registrant instructions to exchange their shares of the Registrant for shares of Valley.

~~Pursuant~~The ~~to the~~disclosure ~~requirements~~set offorth ~~the~~in ~~Securities Exchange Act of 1934,~~ the ~~Registrant~~Introductory ~~has~~Note ~~duly~~and ~~caused~~in ~~this~~Item ~~report~~3.01 tois beincorporated ~~signed~~herein ~~on its behalf~~ by ~~the undersigned hereunto duly authorized~~reference.

	1ST UNITED BANCORP, INC.
Date: October 30, 2014	By:	/s/ John Marino
		John Marino,
		President and Chief Financial Officer

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, on October 31, 2014, the Registrant requested that The Nasdaq Stock Market LLC (“Nasdaq”) file a notification on Form 25 with the SEC to request the removal of the Registrant’s common stock from listing on Nasdaq and from registration under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). Valley, as the successor to the Registrant, intends to file with the SEC a certification on Form 15 on behalf of the Registrant requesting the suspension of the Registrant’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

The disclosure set forth in the Introductory Note and in Item 3.01 is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

The aggregate consideration paid in connection with the Merger consisted of approximately 30,719,914 shares of Valley Common Stock.

The disclosure set forth in the Introductory Note and in Item 3.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Exhibit Description

2.1	Agreement and Plan of Merger, dated as of May 7, 2014, by and between the Registrant and Valley – incorporated herein by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K (filed 5/8/14).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	1^ST UNITED BANCORP, INC.

Date: November 3, 2014	By:	/s/ John Marino
		John Marino,
		President and Chief Financial Officer

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