8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549 _________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 23, 2016 _________________________

UCP, Inc.(Exact Name of Registrant as Specified in Charter)_________________________

Delaware	001-36001	90-0978085
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	99 Almaden BoulevardSuite 400 San Jose, California	95113
	(Address of Principal Executive Offices)	(Zip Code)
Registrant’s telephone number, including area code: (408) 207-9499
(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On May 23, 2016, UCP, Inc. (the “Company”) made available on its website its current investor presentation. A copy of this investor presentation is being furnished as Exhibit 99.1 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	UCP, Inc. Investor Presentation, May 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 23, 2016	UCP, INC.
	By:	/s/ James M. Pirrello
		James M. Pirrello
		Chief Financial Officer, Chief Accounting Officer and Treasurer

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	UCP, Inc. Investor Presentation, May 2016.

EX-99.1

Exhibit 99.1

 Investor PresentationMay 2016   

 Forward-Looking Statements  We make forward-looking statements in this presentation that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, beliefs, expectations or intentions, financial condition, liquidity, results of operations, cash flow and plans and objectives. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “project,” “goal,” “potential,” “predict,” “continue,” “intend,” “should,” “may” or similar expressions, we intend to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: economic changes, either nationally or in the markets in which we operate, including declines in employment, volatility of mortgage interest rates, consumer sentiment and inflation; downturns in the homebuilding industry, either nationally or in the markets in which we operate; continued volatility and uncertainty in the credit markets and broader financial markets; our business operations; changes in our business and investment strategy; availability of land to acquire and our ability to acquire such land on favorable terms or at all; availability, terms and deployment of capital; disruptions in the availability of mortgage financing or increases in the number of foreclosures in our markets; shortages of or increased prices for labor, land or raw materials used in housing construction; delays or restrictions in land development or home construction or reduced consumer demand resulting from adverse weather and geological conditions or other events outside our control; the cost and availability of insurance and surety bonds; changes in, or the failure or inability to comply with, governmental laws and regulations; the timing of receipt of regulatory approvals and the opening of communities; the degree and nature of our competition; our leverage and debt service obligations; our future operating expenses, which may increase disproportionately to our revenue; our ability to achieve operational efficiencies with future revenue growth; our relationship, and actual and potential conflicts of interest, with PICO Holdings Inc.; and availability of qualified personnel and our ability to retain our key personnel.The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.   2 

 Company Snapshot  Owned and controlled as of March 31, 2016.   Attractive Land Position  Homebuilder and land developer focused on high growth markets Founded in 2004 by CEO Dustin BogueHeadquartered in San Jose, CaliforniaAcquired by PICO Holdings in 2008 to capitalize on dislocation in the housing marketSignificant land position of 5,349 lots(1)Over 50% acquired prior to 2012Rapidly expanding operations in West and Southeast segments$376 million in capital deployed at 3/31/16 Future earnings growth driven by:Momentum: Capitalize on current growth trajectoryDiscipline: Leverage SG&A and expand marginsTransformation: Grow into national homebuilding platform   High Growth Market Focus  Company Highlights  Lots By Vintage  Lots By Market(1)  As of 3/31/2016  3                                Nashville  SouthernCalifornia  CentralValley  SF Bay Area  Pacific Northwest                Charlotte  Myrtle Beach  SOUTHEAST  WEST 

 Geographic Segment Overview  Company management, data as of March 31, 2016. Company management, data as of March 31, 2016. Active communities consist of those developments with more than 15 homes remaining to deliver.  4    SF Bay Area   Central Valley  Southern California  Pacific Northwest  Southeast  Primary Counties / Metros  Santa ClaraMontereySan Benito  FresnoMaderaSan JoaquinTulareKern  Los AngelesVenturaInland Empire  SeattleOlympia  CharlotteNashvilleMyrtle Beach  2015 Deliveries  146  151  57  78  269  2015 Avg. Sales Price ($000s)  $579  $358  $356  $423  $226  2015 Homebuilding Revenue ($mm)  $84.5  $54.1  $20.3  $33.0  $60.7  Total Inventory(1)(Owned & Controlled Lots)  1,711  1,579  149  729  1,181  Active Communities(2)   7  7  1  4  9  Market Highlights  Among best performing U.S. economies Constrained land supplyHigh barrier to entry markets  Active in desirable submarkets UCP offers wide range of homes Deep land positions   Large and diverse marketUCP strategically positioned across multiple sub markets, price points, buyer typesStrong growth market for UCP  Dynamic market with job growth, low unemployment and a highly educated workforceDiversified product mix by market segment  Employment growth exceeds national averages Focused primarily on the 1st and 2nd time move-up buyers Well situated in high demand markets              

 Strong Historical Growth Trajectory  As of March 31, 2016. Active communities consist of those developments with more than 15 homes remaining to deliver.    Homebuilding Deliveries  UCP has deployed $376 million in capital to amass an attractive portfolio of well-located lots in high growth markets and significantly expanded its homebuilding activities.    Opened 32 communities since IPO5,349 lots owned and controlled(1)Sufficient to supply 3-4 years of rapid growth in core marketsOpened operations in both Southern California and the Southeast28 active communities at 03/31/16(2)  IPO and Growth(2013+)  2  Opportunistically deployed $219 mm to acquire over 6,000 lotsStrategic expansion into Pacific NorthwestFormed Benchmark Communities (2010)  PICO Acquisition(2008–2012)  1    2011  2012  2013  2014  2015  5  2013-15 CAGR = 89% 

     Foundation Built To Drive Success     Momentum  1  Discipline  2  3        6  Transformation 

 Investment Highlights  Long, high-quality land position to fuel growth trajectory  Exposure to high growth markets  Significant runway to accelerate homebuilding community count  Strong 1st time move-up buyer focus with wide range of product capabilities  Proven land acquisition, entitlement and development platform  Opportunity to enhance profitability through scale and efficiencies  Building backlog to support growth objectives  7 

 Exposure to High Growth Markets  Annual New Home Sales Volume % Y-o-Y Change (2015)  Job Gains Outpacing Permits in Many California and Washington Markets  UCP has an established footprint in some of the most attractive long-term housing markets in the U.S. UCP’s markets characterized by high employment, healthy economies, low inventory supplies and favorable demographics.Employment growth out-pacing building permit issuances in majority of UCP’s markets.  8  Annual New Home Sales Price % Y-o-Y Change (2015)  Source: John Burns Real Estate Consulting. Note: Myrtle Beach data for new home sales represents single-family permits and new home price represents existing home price.   Sales Volume In Key Markets is Strong…  As Are Future Price Expectations  Demand outpaces supply in many of UCP’s markets  Annual Employment Growth / Building Permits (as of May 2016) 

 Opportunity to accelerate community openingsStrategic and well-positioned lot supply Adequate supply to fulfill growth objectives  Long Land Position to Fuel Growth  Lots as of 3/31/2016  Lots as of 3/31/2016  Lot Supply by Market  Owned and Controlled Lot Vintage  9  West Reporting Segment  East Reporting Segment  Years land supply defined as total owned and controlled lots divided by 2015 deliveries.      Lots  Market  Owned  Controlled  Total  2015  Deliveries  Years   Land  Supply(1)  Central Valley  1,470  109  1,579  151  10+  SF Bay Area  1,470  241  1,711  146  10+  Pacific Northwest  672  57  729  78  9.3  Southern California  149  0  149  57  2.8  Southeast  861  320  1,181  269  4.4  Total  4,622  727  5,349  701  7+               

 Significant Runway for Community Growth  Active Selling Communities  Lots in Active Communities  End of Period  As of 3/31/2016  1,467 lots in active communities as of 3/31/16  10  23% Active   Note: Active communities consist of those developments with more than 15 homes remaining to deliver.              4   9   21   28  2012  2013  2014  2015    Active Communities by Division    Active Community Count at 1Q16  Southern California  1  Pacific Northwest  4  Central Valley  7  SF Bay Area  7  Southeast  9  Total  28         

 Building Backlog to Fuel Future Growth  UCP has substantially grown it’s backlog since 2013, in both unit count and dollar value.  Backlog Over Time (Units)  Backlog Units By Reporting Segment    11  As of 3/31/2016  Division  2015 ASP ($000’s)  Current Base Price Range ($000’s)  Commentary  Central Valley  $358  $199 - $520  Home sizes range from 1,500 – 3,500 sq. ft. in variety of plan offerings  SF Bay Area  $579  $330 - $700  Current communities positioned to local move-up families and regional move-down empty nesters  Pacific Northwest  $423  $253 - $973  Segmented by geography with King County offering move-up product and Thurston County featuring mixed array of first time and move-up  Southern California  $356  $700 - $779  Rancho Cucamonga predominantly move-up view-oriented homes. Infill locations planned for 2017 deliveries.  Southeast  $234  $160 - $720  Flexible product array designed to compete across multiple price points and geographies 

 Proven Land Acquisition, Entitlement and Development Platform  UCP’s Entitlement and Development Expertise  Land entitlement and development is a key skill set of UCP’s senior managementUCP’s substantial land position allows flexibility to either build homes or sell lots to third-party homebuildersLong-standing relationships with key land owners, broker, lenders and development companies facilitates the strategyUCP management excels in complex land acquisition scenarios where other buyers are deterred, allowing the company to maximize risk adjusted returns    Disciplined Sourcing  Focused on privately negotiated dealsTarget specific markets and assets using local market knowledge and strategic analysisLarge pipeline of potential deals  1    Closing / Execution  Transparent communication with sellersEstablished goodwill and track recordTransactional experience  4    Structuring / Negotiation  2  Up front asset valuation and downside analysis Senior executive approval processMatch contract terms to risk profile    Evaluation / Diligence  3  Risk identification, analysis, and mitigationDeep local expertise and extensive diligenceCreation and approval of business plan  12 

 Proven, Entrepreneurial Management Team  Background  Experience  (in years)  Executive  Allen BennettVP and General Counsel  30+  Joined UCP in 2009 as General Counsel, overseeing legal affairs and risk managementFormer Director of Land Acquisition and Entitlements for Centex HomesPreviously, Partner at Sagaser, Franson and Jones law firm, practicing real estate law      Jamie PirrelloChief Financial Officer  30+  Joined UCP as CFO in 2016Over 30 years of financial and operating experience across industriesLeads UCP’s finance, accounting, reporting and capital markets functions    Dustin BoguePresident and Chief Executive Officer  20+  Founded UCP predecessor company in 2004Previously, VP of Development and Sales at Landcastle Real EstatePrincipal / broker in 100+ residential real estate transactions exceeding $1bn in value  Terry SecorCorporate VP of Operations  20+  Serves as Corporate Vice President of Operations for Benchmark Communities, UCP's wholly-owned homebuilding subsidiaryPreviously held senior land development and construction positions at Centex Homes and McMillin Homes  13 

 1Q 2016 Homebuilding Revenue Dynamics  Homebuilding Revenue  Homes Delivered Average Selling Price  Mix of Homes Delivered by Region   Homes Delivered  $360k   $370k         14 

 1Q 2016 Highlights  Net income increased to $0.2 million, or net income attributable to UCP Class A Stockholders of $0.1 per shareTotal consolidated revenue grew 56.8% to $68.2 million Revenue from homebuilding increased 60.0% to $68.2 millionHomes delivered grew 36.9% to 167 unitsHomebuilding adjusted gross margin* percentage increased 130 bps to 19.9%Selling, general and administrative expense as a percentage of total revenue improved to 16.6%, compared to 26.5%Backlog units expanded 37.7% to 307 unitsAverage active selling communities of 28, compared to 25  1Q 2016 Compared to 1Q 2015  15  * See Appendix – Homebuilding Adjusted Gross Margin Reconciliation.  

 Financial Summary  16  * See Appendix – Homebuilding Adjusted Gross Margin Reconciliation.  

 Appendix – Homebuilding Adj. Gross Margin Reconciliation  (1) Homebuilding adjusted gross margin percentage is a non-U.S. GAAP financial measure. Adjusted gross margin is defined as gross margin plus capitalized interest, impairment and abandonment charges. We use adjusted gross margin information as a supplemental measure when evaluating our operating performance. We believe this information is meaningful, because it isolates the impact that leverage and non-cash impairment and abandonment charges have on gross margin. However, because adjusted gross margin information excludes interest expense and impairment and abandonment charges, all of which have real economic effects and could materially impact our results, the utility of adjusted gross margin information as a measure of our operating performance is limited. In addition, other companies may not calculate adjusted gross margin information in the same manner that we do. Accordingly, adjusted gross margin information should be considered only as a supplement to gross margin information as a measure of our performance. The table above provides a reconciliation of adjusted gross margin numbers to the most comparable U.S. GAAP financial measure. .   17