SEC Form 4 · accession 0000950142-17-001481
UCP, Inc. · UCP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric H. Speron
Director
Period of report
Aug 4, 2017
Accepted (ET)
Aug 8, 2017 · 10:55 am 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 StockF1,F3 | Aug 4, 2017 | M | 10,401,722 | — | A | 10,401,722 | I | By PICO Holdings, Inc. |
| Class A Common StockF2,F3 | Aug 4, 2017 | D | 10,401,722 | — | D | 0 | I | By PICO Holdings, Inc. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Units of UCP, LLCF1,F3 | — | Aug 4, 2017 | M | 10,593,000 | D | — | — | Class A Common Stock | 10,593,000 | 0 | I |
Explanation of responses
- 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 $55,337,164.28 in cash.
- F3The Reporting Person is a member of the Board of Directors of PICO, and may be deemed to exercise or share voting power and investment control over the Series A Units of UCP, LLC and any shares of Class A Common Stock issued on exchange of those Series A Units. The Reporting Person disclaims beneficial ownership of the Series A Units (and any resulting shares of Class A Common Stock) owned by PICO, except to the extent of his pecuniary interest therein.