Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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UNIVERSAL INSURANCE HOLDINGS, INC.
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(Name of Issuer)
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Common Stock, par value $0.01
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(Title of Class of Securities)
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91359V107
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(CUSIP Number)
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Bradley I. Meier
c/o Universal Insurance Holdings, Inc.
Attention: Janet Conde
1110 W. Commercial Blvd.
Fort Lauderdale, Florida 33309
Tel: (954) 958-1200
Fax: (954) 958-1202
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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March 24, 2014
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.
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91359V107
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
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Bradley I. Meier
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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Inapplicable
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3. SEC Use Only
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4. Source of Funds (See Instructions)
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OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
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United States
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Number of
Shares
Beneficially Owned
by Each
Reporting
Person With
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7. Sole Voting Power
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1,210,752
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8. Shared Voting Power
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0
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9. Sole Dispositive Power
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1,210,752
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10. Shared Dispositive Power
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0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
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1,210,752
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
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3.5%
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14. Type of Reporting Person (See Instructions)
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IN
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2
SCHEDULE 13D/A
RELATING TO THE COMMON STOCK OF
UNIVERSAL INSURANCE HOLDINGS, INC.
INTRODUCTION
This Amendment No. 14 to Schedule 13D is being filed by Bradley I. Meier. Mr. Meier filed an original Schedule 13D with the Securities and Exchange Commission (the “Commission”) dated February 10, 2005 (the “Original 13D”). The Original 13D was amended by Amendment No. 1 to Schedule 13D filed with the Commission dated May 5, 2005; Amendment No. 2 to Schedule 13D filed with the Commission dated August 24, 2007; Amendment No. 3 to Schedule 13D filed with the Commission dated December 20, 2007; Amendment No. 4 to Schedule 13D filed with the Commission dated April 18, 2008; Amendment No. 5 to Schedule 13D filed with the Commission dated May 20, 2009; Amendment No. 6 to Schedule 13D filed with the Commission dated May 27, 2010; Amendment No. 7 to Schedule 13D filed with the Commission dated June 22, 2012; Amendment No. 8 to Schedule 13D filed with the Commission dated April 1, 2013; Amendment No. 9 to Schedule 13D filed with the Commission dated May 23, 2013; Amendment No. 10 to Schedule 13D filed with the Commission dated August 1, 2013; Amendment No. 11 to Schedule 13D filed with the Commission dated December 11, 2013; Amendment No. 12 to Schedule 13D filed with the Commission dated January 2, 2014; and Amendment No. 13 to Schedule 13D filed with the Commission dated February 13, 2014. Capitalized terms used herein but not defined herein have the respective meanings ascribed to such terms in the Original Schedule 13D, as amended by Amendment Nos. 1-13.
ITEM 1. SECURITY AND ISSUER.
Unchanged.
ITEM 2. IDENTITY AND BACKGROUND.
Unchanged.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended to include the following information:
Amendment No. 14 relates to Mr. Meier’s disposition of an aggregate 1,650,000 shares (the “Shares”) of Common Stock (the “Common Stock”) of Universal Insurance Holdings, Inc. (the “Company”).
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 of the Schedule 13D is hereby amended to include the following information:
On March 25, 2014, Mr. Meier sold 550,000 shares of Common Stock to the Company pursuant to a repurchase agreement entered into as of March 25, 2014 between Mr. Meier and the Company (the “Repurchase Agreement”).
On March 24, 2014, Mr. Meier sold 1,100,000 shares of Common Stock in a privately negotiated transaction.
Mr. Meier disposed of the Shares as part of his personal long-term investment strategy for asset diversification and liquidity.
Additionally, on March 11, 2014, Mr. Meier exercised options to acquire 450,000 shares of Common Stock. Of the amount exercised, 273,121 shares were withheld in payment of the exercise price, resulting in the acquisition upon exercise of 176,879 shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended in its entirety as follows:
Following the sale of the Shares, Mr. Meier beneficially owns an aggregate of 1,210,752 shares of Common Stock (which includes 10,000 shares of Common Stock issuable upon conversion of Series M Preferred Stock), which represents beneficial ownership of approximately 3.5% of the outstanding shares of Common Stock. This percentage is based on 34,636,054 shares of Common Stock outstanding as of February 28, 2014.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
On March 25, 2014, the Company entered into the Repurchase Agreement described in Item 4 above. In connection with the sale of the 1.1 million shares referred to in Item 4 above, Mr. Meier received a waiver from the Company and RenaissanceRe Ventures Ltd. of their first refusal rights with respect to those shares. The right of first refusal remains in effect through December 31, 2014, provided that the first refusal right does not apply at any time when Mr. Meier owns less than 5% of the outstanding shares of Common Stock of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Repurchase Agreement attached as Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on March 25, 2014 is incorporated by reference herein.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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DATED: March 27, 2014
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By: /s/Bradley I. Meier
Name: Bradley I. Meier
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