SEC Form 4 · accession 0000830122-17-000092

UCP, Inc. · UCP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

10% Owner

Period of report

Aug 4, 2017

Accepted (ET)

Aug 8, 2017 · 6:50 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001572684

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Aug 4, 2017	M	10,401,722	—	A	10,401,722	D
Class A Common Stock^F2	Aug 4, 2017	D	10,401,722	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Units of UCP, LLC^F1	—	Aug 4, 2017	M	10,593,000	D	—	—	Class A Common Stock	10,593,000	0	D

F1On July 23, 2013, PICO Holdings, Inc. ("PICO") entered into an Exchange Agreement with the Issuer, pursuant to which PICO could exchange, at PICO's election, all or any portion of the Series A Units of UCP, LLC held by PICO for shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends, reclassifications and repurchases by the Issuer of Class A Common Stock. This exchange right could be exercised multiple times and had no expiration date. On April 10, 2017, PICO entered into an Agreement to Exchange with the Issuer pursuant to which PICO agreed to exchange all of its Series A Units of UCP, LLC for Class A Common Stock of the Issuer immediately prior to, and remaining subject to the consummation of, the merger of the Issuer and Century Communities, Inc.
F2Disposed of pursuant to merger agreement between Issuer and Century Communities, Inc. in exchange for 2,401,757 shares of Century Communities, Inc. common stock and $55,337,159 in cash.