SEC Form 4
| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol UCP, Inc. [ UCP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/15/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| UCP, Inc. | 12/15/2015 | S | 8,466 | D | $7.2421(1)(5) | 1,022,120 | I | See Footnote (6) & (7)(6)(7) | ||
| UCP, Inc. | 12/16/2015 | P | 3,100 | A | $7.1539(2)(5) | 1,025,220 | I | See Footnote (6) & (7)(6)(7) | ||
| UCP, Inc. | 12/16/2015 | S | 2,085 | D | $6.9735(3)(5) | 1,023,135 | I | See Footnote (6) & (7)(6)(7) | ||
| UCP, Inc. | 12/17/2015 | P | 7,451 | A | $7.35(4)(5) | 1,030,586 | I | See Footnote (6) & (7)(6)(7) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.10 to $7.345, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares disposed of at each price within the range set forth herein. |
| 2. The price reported is a weighted average price. These shares were bought in multiple transactions at prices ranging from $7.035 to $7.2599, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each price within the range set forth herein. |
| 3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.92 to $7.025, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares disposed of at each price within the range set forth herein. |
| 4. The price reported is a weighted average price. These shares were bought in multiple transactions at prices ranging from $7.35 to $7.35, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each price within the range set forth herein. |
| 5. On behalf of the Reporting Persons, Buckingham Capital Management, Inc. and Buckingham Research Group Incorporated, has agreed to disgorge to the issuer all statutory "profits" pursuant to Section 16(b) of the Securities Exchange Act of 1934 that resulted from the transactions reported herein. |
| 6. This statement is being filed by Buckingham Capital Management, Inc. and Buckingham Research Group Incorporated. Buckingham Capital Management, Inc. is a registered investment adviser which acts as the general partner and investment manager for various private investment funds and which also manages other accounts on a discretionary basis that directly hold the securities reported herein. Buckingham Research Group Incorporated, a registered broker-dealer, is the parent company of Buckingham Capital Management, Inc. |
| 7. Each of Buckingham Capital Management, Inc. and Buckingham Research Group Incorporated disclaims beneficial ownership of the securities reported herein, except to the extent of such person's pecuniary interest therein, if any, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each such person states that the inclusion of the securities reported herein shall not be deemed an admission of beneficial ownership of the securities for purposes of Section 16 or for any other purpose. |
| Peter D. Goldstein | 12/17/2015 | |
| ** 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 Number. | ||