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): December 28, 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 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 28, 2016, the board of directors of UCP, Inc. (the “Company”) adopted amendments (collectively, the “Amendment”) to the Company’s Amended and Restated Bylaws.  The Amendment provides for a one-time extension of the deadline for stockholders to submit notice of any business to be properly brought before the Company’s 2017 annual meeting of stockholders (the “2017 Annual Meeting”) and the deadline for stockholders to submit notice of any nominations of persons for election to the Company’s board of directors at the 2017 Annual Meeting.  Pursuant to the Amendment, for a stockholder to bring business properly before the 2017 Annual Meeting or for a stockholder to nominate a person for election to the Company’s board of directors at the 2017 Annual Meeting, a stockholder must submit notice to the Company no later than February 6, 2017 (as opposed to the previous deadline of January 6, 2017).  The Amendment was effective immediately upon approval.  Any stockholder proposals or stockholder nominations of persons for election to the Company’s board of directors properly submitted on or before February 6, 2017 will be considered timely.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 9.01.  Financial Statements and Exhibits.

 (d)Exhibits

Exhibit Number	Description
3.1	Amendment to the Amended and Restated Bylaws of UCP, Inc., dated December 28, 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.

UCP, INC.

	By:	/s/ W. Allen Bennett
		Name:	W. Allen Bennett
		Title:	Vice President and General  Counsel
Date:  December 30, 2016

EXHIBIT INDEX

Exhibit Number	Description
3.1	Amendment to the Amended and Restated Bylaws of UCP, Inc., dated December 28, 2016

EX-3.1

Exhibit 3.1

AMENDMENT TO

AMENDED AND RESTATED BYLAWS OF UCP, INC.

The Amended and Restated Bylaws of UCP, Inc. are hereby amended, effective as of December 28, 2016, as follows:

The following replaces Section 2.1(c) in its entirety:

(c)     For business to be properly brought before an annual meeting by a stockholder pursuant to Section 2.1(b)(iii), the stockholder must have given timely written notice thereof to the Secretary of the Corporation as hereinafter provided and such proposal must otherwise be a proper subject for action by the Corporation’s stockholders. To be timely, a stockholder’s written notice shall set forth all information required under this Section 2.1(c) and shall be delivered or mailed to and received at the principal executive offices of the Corporation, in the case of the 2017 annual meeting of the Corporation’s stockholders, not later than February 6, 2017 and not earlier than December 7, 2016, and in the case of any annual meeting of the Corporation’s stockholders other than the 2017 annual meeting of the Corporation’s stockholders, not less than 90 days nor more than 120 days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the immediately preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within 30 days from the first anniversary of the immediately preceding year’s annual meeting date, written notice by a stockholder in order to be timely must be received not earlier than the 120th day before the date of such annual meeting and not later than the later of the 90th day before the date of such annual meeting, as originally convened, or the close of business on the tenth day following the day on which the first public disclosure of the date of such annual meeting was made. In no event shall the public disclosure of an adjournment or postponement of an annual meeting commence a new time period for the giving of stockholder’s notice as described above. A stockholder’s notice to the Secretary delivered pursuant to this Section 2.1(c) shall set forth:

The following replaces Section 3.1(a) in its entirety:

(b)     Except as provided in the Investor Rights Agreement dated July 23, 2013 by and among the Corporation and the parties thereto (the “Investor Rights Agreement”), only persons who are nominated in accordance with the procedures set forth in this Section 3.1(a) shall be eligible for election as directors of the Corporation. Nominations of persons for election to the Board of Directors may be made at a meeting of stockholders by the Board of Directors or by any

stockholder of the Corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (a). Any nomination by a stockholder (other than pursuant to the Investor Rights Agreement) must be made by timely written notice to the Secretary as hereinafter provided. To be timely, a stockholder’s written notice shall set forth all information required under this Section 3.1(a) and shall be delivered or mailed to and received at the principal executive offices of the Corporation: (i) with respect to an election to be held at the 2017 annual meeting of stockholders, not later than February 6, 2017 and not earlier than December 7, 2016, and with respect to an election to be held at an annual meeting of stockholders other than the 2017 annual meeting of stockholders, not less than 90 days nor more than 120 days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the immediately preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within 30 days from the first anniversary of the immediately preceding year’s annual meeting date, written notice by a stockholder in order to be timely must be received not earlier than the 120th day before the date of such annual meeting and not later than the later of the 90th day before the date of such annual meeting, as originally convened, or the close of business on the tenth day following the day on which the first public disclosure of the date of such annual meeting was made, and (ii) with respect to an election to be held at a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which the first public disclosure of the date of such special meeting was made. In no event shall the public disclosure of an adjournment or postponement of any annual or special meeting commence a new time period for giving of a stockholder notice as described above. A stockholder’s notice to the Secretary delivered pursuant to this Section 3.1(a) shall set forth: