4//SEC Filing
SPERON ERIC H. 4
Accession 0000950142-17-001481
CIK 0001572684other
Filed
Aug 7, 8:00 PM ET
Accepted
Aug 8, 10:55 AM ET
Size
10.3 KB
Accession
0000950142-17-001481
Insider Transaction Report
Form 4
UCP, Inc.UCP
SPERON ERIC H.
Director
Transactions
- Exercise/Conversion
Class A Common Stock
2017-08-04+10,401,722→ 10,401,722 total(indirect: By PICO Holdings, Inc.) - Exercise/Conversion
Series A Units of UCP, LLC
2017-08-04−10,593,000→ 0 total(indirect: By PICO Holdings, Inc.)→ Class A Common Stock (10,593,000 underlying) - Disposition to Issuer
Class A Common Stock
2017-08-04−10,401,722→ 0 total(indirect: By PICO Holdings, Inc.)
Footnotes (3)
- [F1]On 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.
- [F2]Disposed 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.
- [F3]The 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.
Documents
Issuer
UCP, Inc.
CIK 0001572684
Entity typeother
Related Parties
1- filerCIK 0001664559
Filing Metadata
- Form type
- 4
- Filed
- Aug 7, 8:00 PM ET
- Accepted
- Aug 8, 10:55 AM ET
- Size
- 10.3 KB