Downes Sean P Form 4 UNIVERSAL INSURANCE / SEAN P DOWNES ownership change

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^*

DOWNES SEAN P

(Last) (First) (Middle)

1110 WEST COMMERCIAL BOULEVARD

SUITE 100

(Street)

FORT LAUDERDALE FL 33309

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL INSURANCE HOLDINGS, INC. [ UVE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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
Common Stock	03/20/2018		M		175,000	A	$24.18	1,590,981	D
Common Stock	03/20/2018		M		133,334	A	$19.52	1,724,315	D
Common Stock	03/20/2018		M		300,000	A	$19.52	2,024,315	D
Common Stock	03/20/2018		F		475,174	D	$32.7	1,549,141	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 (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
Option to Purchase Common Stock(1)	$32.8	03/19/2018		A		463,047		(2)	03/19/2028	Common Stock	463,047	$0	463,047	D
Option to Purchase Common Stock(3)	$24.18	03/20/2018		M			175,000	(4)	06/15/2022	Common Stock	175,000	$0	125,000	D
Option to Purchase Common Stock(5)	$19.52	03/20/2018		M			133,334	(6)	02/28/2026	Common Stock	133,334	$0	66,666	D
Option to Purchase Common Stock(5)	$19.52	03/20/2018		M			300,000	(7)	02/28/2026	Common Stock	300,000	$0	150,000	D

Explanation of Responses:

1. Option was granted in connection with a Non-Qualified Stock Option Agreement by and between the Company and Mr. Downes, effective as of March 19, 2018.

2. This option is scheduled to vest as follows: (a) 154,349 shares vest on January 15, 2019, (b) 154,349 shares vest on January 15, 2020 and (c) 154,349 shares vest on January 15, 2021.

3. Option was granted in connection with a Non-Qualified Stock Option Agreement by and between the Company and Mr. Downes, effective as of June 15, 2015.

4. This option is scheduled to vest as follows: (a) 100,000 shares vested on June 15, 2016; (b) 75,000 shares vested on June 15, 2017; (c) 75,000 shares vest on June 15, 2018; and (d) 50,000 shares vest on June 15, 2019.

5. Option was granted in connection with a Non-Qualified Stock Option Agreement by and between the Company and Mr. Downes, effective as of February 29, 2016.

6. This option is scheduled to vest as follows: (a) 66,667 shares vested on February 28, 2017, (b) 66,667 shares vested on February 28, 2018 and (c) 66,666 shares vest on February 28, 2019

7. This option is scheduled to vest as follows: (a) 150,000 shares vested on January 15, 2017, (b) 150,000 shares vested on January 15, 2018 and (c) 150,000 shares vest on January 15, 2019.

	/s/ Sean P. Downes	03/21/2018
	** Signature of Reporting Person	Date
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