SEC Form 4 · accession 0001089212-15-000018
UCP, Inc. · UCP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
BUCKINGHAM CAPITAL MANAGEMENT INC
10% Owner
Period of report
Dec 15, 2015
Accepted (ET)
Dec 17, 2015 · 6:52 pm EST
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 |
|---|---|---|---|---|---|---|---|---|
| UCP, Inc.F1,F5,F6,F7 | Dec 15, 2015 | S | 8,466 | $7.2421 | D | 1,022,120 | I | See Footnote (6) & (7) |
| UCP, Inc.F2,F5,F6,F7 | Dec 16, 2015 | P | 3,100 | $7.1539 | A | 1,025,220 | I | See Footnote (6) & (7) |
| UCP, Inc.F3,F5,F6,F7 | Dec 16, 2015 | S | 2,085 | $6.9735 | D | 1,023,135 | I | See Footnote (6) & (7) |
| UCP, Inc.F4,F5,F6,F7 | Dec 17, 2015 | P | 7,451 | $7.35 | A | 1,030,586 | I | See Footnote (6) & (7) |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The 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.
- F2The 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.
- F3The 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.
- F4The 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.
- F5On 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.
- F6This 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.
- F7Each 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.