Universal Insurance (UVE) 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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2020

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	03/02/2020		M		17,000(1)(2)	A	(1)(2)	1,487,372	D
Common Stock	03/02/2020		F		6,690(3)	D	$21.49	1,480,682	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
Performance Share Units	(1)(2)	03/02/2020		M			17,000	(1)(2)	(1)(2)	Common Stock	17,000	(1)(2)	33,000	D

Explanation of Responses:

1. These performance share units ("PSUs") were granted on March 8, 2019, but were conditional upon the Issuer meeting certain growth performance goals for the 2019 calendar year. On January 13, 2020, the Chief Financial Officer certified that the Issuer met the performance goals for the 2019 calendar year, which the Compensation Committee of the Issuer's Board of Directors had confirmed. Each PSU represents the right to receive one share of Common Stock upon vesting. The PSUs are scheduled to vest as follows, subject to continued employment by the reporting person through the applicable vesting date: (a) 17,000 PSUs vested on March 1, 2020, (b) 17,000 PSUs vest on March 1, 2021, and (c) 16,000 PSUs vest on March 1, 2022.

2. These PSUs were scheduled to vest on March 1, 2020, but since that date fell on a weekend, they vested the next business day, or March 2, 2020. These PSUs were settled in shares of Common Stock using the March 2, 2020 closing price of the Common Stock.

3. These shares of Common Stock were withheld to satisfy the tax withholding obligation in connection with the settlement of vested PSUs into shares of Common Stock.

	/s/ Sean P. Downes	03/06/2020
	** 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).
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