SEC Form 4 · accession 0000905148-19-000111
UNIVERSAL INSURANCE HOLDINGS, INC. · UVE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sean P Downes
Officer — CEO · Director
Period of report
Jan 14, 2019
Accepted (ET)
Jan 16, 2019 · 8:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000891166
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jan 14, 2019 | M | 73,260 | — | A | 1,515,899 | D | |
| Common StockF3 | Jan 14, 2019 | F | 30,249 | $37.45 | D | 1,485,650 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF1 | — | Jan 14, 2019 | A | 109,890 | A | — | — | Common Stock | 109,890 | 109,890 | D |
| Performance Share UnitsF1,F2 | — | Jan 14, 2019 | M | 73,260 | D | — | — | Common Stock | 73,260 | 36,630 | D |
Explanation of responses
- F1These performance share units ("PSUs") were granted on March 19, 2018, but were conditional upon the Issuer meeting certain growth performance goals for the 2018 calendar year. On January 14, 2019, the Compensation Committee of the Issuer's Board of Directors confirmed that the Issuer met the performance goals for the 2018 calendar year. 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) two-thirds vest on January 1, 2019, (b) one-sixth vest on January 1, 2020, and (c) one-sixth vest on January 1, 2021.
- F2Upon the Compensation Committee confirming that the Issuer met the performance goals for the 2018 calendar year, the two-thirds of the PSUs that were scheduled to vest on January 1, 2019 were settled in shares of Common Stock using the January 2, 2019 closing price of the Common Stock.
- F3These 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.