- Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * MAIZEL LUIS	2. Issuer Name and Ticker or Trading Symbol UNITED PAN AM FINANCIAL CORP [ UPFC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 401 B STREET, # 920	3. Date of Earliest Transaction (MM/DD/YYYY) 5/21/2009
(Street) SAN DIEGO, CA 92101 (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	5/21/2009		S		35000	D	$3.2082   (1)	146069   (3)	D   (3)
Common Stock	5/22/2009		S		5000	D	$3.2502   (2)	141069   (3)	D   (3)

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

Explanation of Responses:
( 1)	The price represents the average price for the shares sold by the reporting person on May 21, 2009. The prices for the shares sold range from $3.20 to $3.25. Will provide upon request by the Commission staff or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 2)	The price represents the average price for the shares sold by the reporting person on May 22, 2009. The prices for the shares sold range from $3.25 to $3.26. Will provide upon request by the Commission staff or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 3)	OWNERSHIP INCLUDES: 46,552 shares held by Luis Maizel Et. Al., a living trust; 5,000 shares held by MLPF&S Cust. FPO Luis Maizel IRA; 7,000 shares held by LM Advisors Profit Sharing Plan ("LMAPSP"), of which the Reporting Person disclaims beneficial interest except to the extent of his pecuniary interest therein; and 103,623 shares held by Pan American Financial, L.P. ("PAFLP"),which a family trust related to the Reporting Person is entitled to receive pursuant to the terms of the PAFLP partnership agreement. Although Reporting Person has included the shares of common stock held by PAFLP, he disclaims beneficial interest in such shares except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MAIZEL LUIS 401 B STREET # 920 SAN DIEGO, CA 92101	X

Signatures
/s/ Luis Maizel		5/22/2009
** 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.