<SEC-DOCUMENT>0000950170-25-100405.txt : 20250730
<SEC-HEADER>0000950170-25-100405.hdr.sgml : 20250730
<ACCEPTANCE-DATETIME>20250730171627
ACCESSION NUMBER:		0000950170-25-100405
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20250730
DATE AS OF CHANGE:		20250730

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UNIVERSAL INSURANCE HOLDINGS, INC.
		CENTRAL INDEX KEY:			0000891166
		STANDARD INDUSTRIAL CLASSIFICATION:	FIRE, MARINE & CASUALTY INSURANCE [6331]
		ORGANIZATION NAME:           	02 Finance
		EIN:				650231984
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-54135
		FILM NUMBER:		251168165

	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:			DOWNES SEAN P
		CENTRAL INDEX KEY:			0001287040
		ORGANIZATION NAME:           	

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	MAIL ADDRESS:	
		STREET 1:		2875 N.E. 191ST
		STREET 2:		SUITE 300
		CITY:			MIAMI
		STATE:			FL
		ZIP:			33180

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DOWNES SEAN
		DATE OF NAME CHANGE:	20040414
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
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<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13D" xmlns:xsd="http://www.w3.org/2001/XMLSchema" xmlns:xsi="http://www.w3.org/2001/XMLSchema-instance">
  <headerData>
    <submissionType>SCHEDULE 13D/A</submissionType>
    <filerInfo>
      <filer>
        <filerCredentials>
          <cik>0001287040</cik>
          <ccc>XXXXXXXX</ccc>
        </filerCredentials>
      </filer>
      <liveTestFlag>LIVE</liveTestFlag>



    </filerInfo>
  </headerData>
  <formData>
    <coverPageHeader>
      <amendmentNo>6</amendmentNo>
      <securitiesClassTitle>Common Stock, par value $0.01 per share</securitiesClassTitle>
      <dateOfEvent>07/28/2025</dateOfEvent>
      <previouslyFiledFlag>false</previouslyFiledFlag>
      <issuerInfo>
        <issuerCIK>0000891166</issuerCIK>
        <issuerCUSIP>91359V107</issuerCUSIP>
        <issuerName>UNIVERSAL INSURANCE HOLDINGS, INC</issuerName>
        <address>
          <street1 xmlns="http://www.sec.gov/edgar/common">1110 W. Commercial Blvd.</street1>
          <street2 xmlns="http://www.sec.gov/edgar/common">Suite 100</street2>
          <city xmlns="http://www.sec.gov/edgar/common">Fort Lauderdale</city>
          <stateOrCountry xmlns="http://www.sec.gov/edgar/common">FL</stateOrCountry>
          <zipCode xmlns="http://www.sec.gov/edgar/common">33309</zipCode>
        </address>
      </issuerInfo>
      <authorizedPersons>
        <notificationInfo>
          <personName>Sean P. Downes</personName>
          <personPhoneNum>(954) 958-1200</personPhoneNum>
          <personAddress>
            <street1 xmlns="http://www.sec.gov/edgar/common">1110 W. Commercial Blvd.</street1>
            <street2 xmlns="http://www.sec.gov/edgar/common">Suite 100</street2>
            <city xmlns="http://www.sec.gov/edgar/common">Fort Lauderdale</city>
            <stateOrCountry xmlns="http://www.sec.gov/edgar/common">FL</stateOrCountry>
            <zipCode xmlns="http://www.sec.gov/edgar/common">33309</zipCode>
          </personAddress>
        </notificationInfo>
      </authorizedPersons>
    </coverPageHeader>
    <reportingPersons>
      <reportingPersonInfo>
        <reportingPersonCIK>0001287040</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>Sean P. Downes</reportingPersonName>
        <fundType>OO</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>X1</citizenshipOrOrganization>
        <soleVotingPower>1868710</soleVotingPower>
        <sharedVotingPower>20000</sharedVotingPower>
        <soleDispositivePower>1568710</soleDispositivePower>
        <sharedDispositivePower>20000</sharedDispositivePower>
        <aggregateAmountOwned>1888710</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>6.6</percentOfClass>
        <typeOfReportingPerson>IN</typeOfReportingPerson>
      </reportingPersonInfo>
    </reportingPersons>
    <items1To7>
      <item1>
        <securityTitle>Common Stock, par value $0.01 per share</securityTitle>
        <issuerName>UNIVERSAL INSURANCE HOLDINGS, INC</issuerName>
        <issuerPrincipalAddress>
          <street1 xmlns="http://www.sec.gov/edgar/common">1110 W. Commercial Blvd.</street1>
          <street2 xmlns="http://www.sec.gov/edgar/common">Suite 100</street2>
          <city xmlns="http://www.sec.gov/edgar/common">Fort Lauderdale</city>
          <stateOrCountry xmlns="http://www.sec.gov/edgar/common">FL</stateOrCountry>
          <zipCode xmlns="http://www.sec.gov/edgar/common">33309</zipCode>
        </issuerPrincipalAddress>
      </item1>
      <item2>
        <filingPersonName>Sean P. Downes</filingPersonName>
        <principalBusinessAddress>c/o Universal Insurance Holdings, Inc., 1110 West Commercial Blvd., Suite 100, Fort Lauderdale, Florida 33309</principalBusinessAddress>
        <principalJob>Executive Chairman</principalJob>
        <hasBeenConvicted>No</hasBeenConvicted>
        <convictionDescription>No</convictionDescription>
        <citizenship>United States of America</citizenship>
      </item2>
      <item3>
        <fundsSource>Mr. Downes acquired shares of Common Stock reported herein in connection with Mr. Downes' employment with the Company, including pursuant to an Executive Chairman Agreement and related Non-qualified Stock Option Agreements, Restricted Stock Unit Agreements and Performance Shares Agreements, each of which is incorporated herein by reference to Exhibits 1 through 12 of this Amendment No. 6 to Schedule 13D. Mr. Downes' also acquired certain shares of Common Stock reported herein via open market purchases.</fundsSource>
      </item3>
      <item4>
        <transactionPurpose>The response to Item 3 is incorporated by reference herein.

Mr. Downes does not presently have any plan(s) or proposal(s) which relates to or would result in any of the following: the acquisition or disposition by any person of additional securities of the issuer; an extraordinary corporate transaction involving the issuer or its subsidiaries; a sale or transfer of a material amount of the issuer's or its subsidiaries' assets; any change in the present board of directors or management of the issuer; any material change in the present capitalization or dividend policy of the issuer; any other material change in the issuer's corporate structure; any changes to the issuer's charter, bylaws or instruments corresponding thereto which may impede the acquisition of control by any person; causing a class of securities of the issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.</transactionPurpose>
      </item4>
      <item5>
        <percentageOfClassSecurities>Mr. Downes may be deemed to beneficially own an aggregate of 1,888,710 shares of Common Stock, which amount includes options to purchase an aggregate of 534,325 shares of Common Stock exercisable within 60 days and 300,000 restricted shares of Common Stock (60,000 shares vest on each of July 28, 2026, July 28, 2027, July 28, 2028, July 28, 2029, and December 31, 2029) (the "July 2025 RSA"). This amount represents 6.6% of the outstanding shares of Common Stock of the Company. The percentage is based on 28,318,558 shares of Common Stock outstanding on July 28, 2025.</percentageOfClassSecurities>
        <numberOfShares>Mr. Downes has the sole power to vote 1,868,710 shares of Common Stock reported herein.

Mr. Downes has the sole power to dispose of 1,568,710 shares of Common Stock reported herein.

Mr. Downes has shared power to vote and to dispose of  20,000 shares of Common Stock reported herein.</numberOfShares>
        <transactionDesc>On June 12, 2025, Mr. Downes sold 25,000 shares of Common Stock at an average price of $26.9112.  The shares were sold in multiple transactions at prices ranging from $26.74 to $27.035, inclusive. The sale was effected for Mr. Downes' account by a broker in the open market.

On June 13, 2025, Mr. Downes sold 25,000 shares of Common Stock at an average price of $26.475.  The shares were sold in multiple transactions at prices ranging from $26.35 to $26.75, inclusive. The sale was effected for Mr. Downes's account by a broker in the open market.

On July 23, 2025, Mr. Downes received 687,960 shares of Common Stock in connection with the exercise of vested stock options.  Of these shares, 546,115 were withheld to pay the exercise prices and satisfy tax withholding obligations.

On July 28, 2025, Mr. Downes was awarded the July 2025 RSA. </transactionDesc>
        <listOfShareholders>This Item 5(d) is not applicable.</listOfShareholders>
        <date5PercentOwnership>This Item 5(e) is not applicable.</date5PercentOwnership>
      </item5>
      <item6>
        <contractDescription>The response to Item 3 is incorporated by reference herein.</contractDescription>
      </item6>
      <item7>
        <filedExhibits>1.	Amended and Restated Executive Chairman Agreement, dated July 28, 2025 between Sean P. Downes and the Company (incorporated by reference to the Company's Quarterly Report on Form 10-Q, filed with the SEC on July 30, 2025).
2.	Universal Insurance Holdings, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to the Company's Registration Statement on Form S-8 filed on July 14, 2021).
3.	Form of Restricted Stock Unit Agreement (incorporated by reference to the Company's Annual Report on Form 10-K, filed with the SEC on March 2, 2020).
4.	Form of Notice of Grant of Restricted Stock Units Pursuant to the 2021 Omnibus Incentive Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q, filed with SEC on May 2, 2023).
5.	Form of Notice of Grant on Non-Qualified Stock Option and Terms and Conditions of Non-Qualified Stock Option under the 2021 Omnibus Incentive Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q, filed with the SEC on May 2, 2022).
6.	Form of Notice of Grant of Restricted Stock and Terms and Conditions of Restricted Stock Award under the 2021 Omnibus Incentive Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q, filed with the SEC on July 31, 2023).
7.	Form of Notice of Grant on Performance Share Units and Terms and Conditions of Performance Share Units under the 2021 Omnibus Incentive Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on July 29, 2022).
8.	Form of Restricted Stock Unit Agreement (incorporated by reference to the Company's Annual Report on Form 10-K, filed with the SEC on February 28, 2024).
9.	Form of Notice of Grant of Restricted Stock and Terms and Conditions of Restricted Stock Award under the 2021 Omnibus Incentive Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q, filed with the SEC on July 30, 2024).
10.	Form of Universal Insurance Holdings, Inc. Performance Shares Agreement under the 2021 Omnibus Incentive Plan for grants in 2024 (incorporated by reference to the Company's Quarterly Report on Form 10-Q, filed with the SEC on October 30, 2024).
11.	Form of Universal Insurance Holdings, Inc. Restricted Shares Agreement under the 2021 Omnibus Incentive Plan for grants in 2024 (incorporated by reference to the Company's Quarterly Report on Form 10-Q, filed with the SEC on October 30, 2024).
12.  Form of Notice of Grant of Restricted Stock and Terms and Conditions of Restricted Stock Award under the 2021 Omnibus Incentive Plan in 2025 (incorporated by reference to the Company's Quarterly Report on Form 10-Q, filed with the SEC on July 30, 2025).</filedExhibits>
      </item7>
    </items1To7>
    <signatureInfo>
      <signaturePerson>
        <signatureReportingPerson>Sean P. Downes</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Sean P. Downes</signature>
          <title>Executive Chairman</title>
          <date>07/30/2025</date>
        </signatureDetails>
      </signaturePerson>
    </signatureInfo>
  </formData>
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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
