0000913849-14-000003.txt : 20140106 0000913849-14-000003.hdr.sgml : 20140106 20140106161854 ACCESSION NUMBER: 0000913849-14-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140106 DATE AS OF CHANGE: 20140106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL INSURANCE HOLDINGS, INC. CENTRAL INDEX KEY: 0000891166 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 650231984 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54135 FILM NUMBER: 14510056 BUSINESS ADDRESS: STREET 1: 1110 W. COMMERCIAL BLVD. STREET 2: SUITE 100 CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 954-958-1200 MAIL ADDRESS: STREET 1: 1110 W. COMMERCIAL BLVD. STREET 2: SUITE 100 CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL INSURANCE HOLDINGS INC DATE OF NAME CHANGE: 20010330 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL HEIGHTS INC DATE OF NAME CHANGE: 19950817 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEIER BRADLEY I CENTRAL INDEX KEY: 0000901088 FILING VALUES: FORM TYPE: SC 13D/A SC 13D/A 1 sc13da_010314.htm SCHEDULE 13D/A sc13da_010314.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
 
UNIVERSAL INSURANCE HOLDINGS, INC.
(Name of Issuer)
 
Common Stock, par value $0.01
(Title of Class of Securities)
 
91359V107
(CUSIP Number)
 
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
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 
January 2, 2014
(Date of Event which Requires Filing of this Statement)
 
 
 
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. ¨
 
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).
 
 
 
CUSIP No. 91359V107
 
 
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Bradley I. Meier
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)    o
(b)    o
  
 
 
Inapplicable
  
 
3.
 
SEC Use Only
 
 
 
 
4.
 
Source of Funds (See Instructions)
 
OO
 
 
 
5.
 
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
o
 
6.
 
Citizenship or Place of Organization
 
United States
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7. Sole Voting Power
 
 
3,133,873
 
  
 
8. Shared Voting Power
 
 
None
  
 
9. Sole Dispositive Power
 
 
3,133,873
  
 
10. Shared Dispositive Power
 
3,133,873
  
 
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,133,873
 
 
 
12.
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 
 
 
o
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
8.8%
 
 
 
14.
 
Type of Reporting Person (See Instructions)
 
 
IN
   
   
 
 
2
 
 
SCHEDULE 13D/A
RELATING TO THE COMMON STOCK OF
UNIVERSAL INSURANCE HOLDINGS, INC.
 
INTRODUCTION
 
This Amendment No. 12 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; and Amendment No. 11 to Schedule 13D filed with the Commission dated December 11, 2013.  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. 1-11.
 
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. 12 relates to Bradley I. Meier’s disposition of 675,000 shares (the “Shares”) of Common Stock of Universal Insurance Holdings, Inc. (the “Company”) pursuant to a repurchase agreement (the “Repurchase Agreement”) entered into as of January 2, 2014 between Mr. Meier and the Company.
 
ITEM 4. PURPOSE OF THE TRANSACTION.
 
Item 4 of the Schedule 13D is hereby amended to include the following information:
 
Mr. Meier disposed of the Shares as part of his personal long-term investment strategy for asset diversification and liquidity.
 
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 described in Item 3 above, Mr. Meier beneficially owns an aggregate of 3,133,873 shares of Common Stock (which includes options to purchase 450,000 shares of Common Stock exercisable within 60 days hereof and 50,000 shares of Common Stock issuable upon conversion of Series M Preferred Stock), which represents beneficial ownership of approximately 8.8% of the outstanding shares of Common Stock. This percentage is based on 35,111,172 shares of Common Stock outstanding as of October 31, 2013.
 
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
 
Item 6 of the Schedule 13D is hereby amended to include the following information:
 
On January 2, 2014, the Company entered into the Repurchase Agreement with Mr. Meier pursuant to which the Company purchased 675,000 shares of the Company’s Common Stock from Mr. Meier for an aggregate cash consideration of $7,496,280.
 
 
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS .
 
Item 7 of the Schedule 13D is hereby amended to add the following exhibits:
 
The Repurchase Agreement attached as Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on January 6, 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.
 
DATED: January 6, 2014
 
 
  
By: /s/Bradley I. Meier                                            
Name: Bradley I. Meier
  
 
 
 
 
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