Sec Form 4 Filing - Murphy Gregory P @ CommunityOne Bancorp - 2016-10-26

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Murphy Gregory P 2. Issuer Name and Ticker or Trading Symbol CommunityOne Bancorp [ COB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Workout Officer (Last) (First) (Middle) 1104 DILWORTH CRESCENT ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/26/2016 (Street) CHARLOTTE, NC28203 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 10/26/2016 D 53,157 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 $ 16 10/26/2016 D 34,475 ( 2 ) 10/01/2024 Common Stock 34,475 ( 2 ) 0 D Employee Stock $ 17 10/26/2016 D 115 ( 2 ) 10/02/2024 Common Stock 115 ( 2 ) 0 D Employee Stock $ 15 10/26/2016 D 6,172 ( 2 ) 07/30/2025 Common Stock 6,172 ( 2 ) 0 D Employee Stock $ 16 10/26/2016 D 28,416 ( 2 ) 07/31/2025 Common Stock 28,416 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Murphy Gregory P 1104 DILWORTH CRESCENT ROAD CHARLOTTE, NC28203 Chief Workout Officer Signatures /s/ Beth S. DeSimone as Attorney-in-Fact 10/26/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to merger agreement between the issuer and Capital Financial Bank. Pursuant to the merger agreement, as of the effective date, each issued and outstanding share of issuer common stock was converted into the right to receive either (i) $14.25 in cash or (ii) 0.43 shares of Capital Bank Financial Class A common stock, based on the holder's election and subject to proration. As a result of the merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock. ( 2 )These options, which became fully vested as a result of the merger, were assumed by Capital Bank Financial in the merger and replaced with options exercisable for that number of whole shares of Capital Bank Financial Class A common stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of issuer's common stock subject to such stock option multiplied by (ii) the exchange ratio, with an exercise price per share of Capital Bank Financial Class A common stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of issuer common stock of such stock option by (B) the exchange ratio.

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).

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