SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
UNIVERSAL INSURANCE HOLDINGS, INC.
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(Name of Issuer)
Common Stock, par value $0.01
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(Title of Class of Securities)
91359V107
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(CUSIP Number)
Bradley I. Meier
Universal Insurance Holdings, Inc.
1110 W. Commercial Blvd., Suite 100
Fort Lauderdale, Florida 33309
Tel: (954) 958-1200
Fax: (954) 958-1202
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 8, 2008
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box / /.
(Continued on following pages)
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bradley I. Meier
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / /
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Inapplicable
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e): / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH
7 SOLE VOTING POWER
18,884,146(1)
8 SHARED VOTING POWER
1,896,960
9 SOLE DISPOSITIVE POWER
18,884,146(2)
10 SHARED DISPOSITIVE POWER
1,896,960
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,262,537(3)
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(1) This amount includes an aggregate of 731,431 shares of Common Stock
acquired by the reporting person on April 8, 2008 upon exercises of stock
options, which shares have not yet been issued.
(2) See footnote 1 above.
(3) See footnote 1 above.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.76%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
UNIVERSAL INSURANCE HOLDINGS, INC.
INTRODUCTION
This Amendment No. 4 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 ("Amendment No. 1")
filed with the Commission dated May 5, 2005, Amendment No. 2 to Schedule 13D
("Amendment No. 2") filed with the Commission dated August 24, 2007, and
Amendment No. 3 to Schedule 13D ("Amendment No. 3") filed with the Commission on
December 20, 2007. 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 No. 1, Amendment No. 2 and Amendment No. 3.
ITEM 1. SECURITY AND ISSUER.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: Bradley I. Meier
(b) Business Address: c/o Universal Insurance Holdings, Inc., 1110
W. Commercial Blvd., Suite 100, Fort Lauderdale, Florida 33309
(c) Principal Occupation: President and CEO of Universal Insurance
Holdings, Inc.
(d) During the last five years, Mr. Meier has not been convicted in a
criminal proceeding.
(e) During the last five years, Mr. Meier has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding been
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities law or finding any violation with
respect to such law.
(f) Citizenship: United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ITEM 3 OF THE SCHEDULE 13D IS HEREBY AMENDED TO PROVIDE THE FOLLOWING
INFORMATION:
This Amendment No. 4 relates to Mr. Meier's exercise of options to
acquire a total of 1,250,000 shares of Common Stock on April 8, 2008
(the "Option Transaction Date"). These stock options were
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previously granted by the Company to Mr. Meier pursuant to stock
option agreements entered into by the Company and Mr. Meier. Of the
options exercised, 250,000 shares had an exercise price of $1.63 per
share and 1,000,000 shares had an exercise price of $0.06 per share.
Mr. Meier's exercise of the foregoing stock options was accomplished
via a "cashless" exercise, whereby Mr. Meier surrendered his right to
receive an aggregate of 518,569 shares of Common Stock in order to
cover the cost required for the exercise of the options and the
statutory tax liability associated with such exercise. The Company
will issue an aggregate of 731,431 shares of Common Stock
(the "Shares") to Mr. Meier as a result of his "cashless" exercise of
the foregoing stock options.
Immediately prior to the Option Transaction Date, Mr. Meier
beneficially owned 20,781,106 shares of Company Common Stock.
Currently, Mr. Meier beneficially owns 20,262,537(4) shares of Company
Common Stock.
ITEM 4. PURPOSE OF THE TRANSACTION.
ITEM 4 OF THE SCHEDULE 13D IS HEREBY AMENDED TO PROVIDE THE FOLLOWING
INFORMATION:
Mr. Meier exercised his options to acquire 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:
Mr. Meier beneficially owns an aggregate of 20,262,537(5) shares of
Common Stock (which includes options to purchase 3,095,000
shares of Company Common Stock exercisable within 60 days hereof),
which represents 50.76% of the outstanding shares of Company
Common Stock. This percentage is based on 39,922,157 shares of
Common Stock outstanding as of March 31, 2008, as reported in the
Company's Definitive Proxy Statement on Schedule 14A filed with the
Commission on April 14, 2008.
Of the 20,262,537 shares of Common Stock beneficially owned by Mr.
Meier, Mr. Meier (i) has the sole power to vote and the sole power to
dispose of 18,884,146(6) shares, and (ii) shares voting and
dispositive power, with respect to an aggregate of 1,896,960 shares
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(4) See footnote 1 above.
(5) See footnote 1 above.
(6) See footnote 1 above.
(7) Belmer Partners was a Florida general partnership that was dissolved
effective as of May 31, 2007. Phylis R. Meier, Mr. Meier's mother, was the
managing general partner, and Mr. Meier, Norman M. Meier, Mr. Meier's father,
and Eric Meier and Lynda Meier, Mr. Meier's siblings, were general partners, of
Belmer. The 30,000 shares of the Company's Series A and Series M Preferred Stock
beneficially owned by Belmer are currently being held by Phylis R. Meier in
constructive trust for Phylis R. Meier, Mr. Meier, Norman M. Meier, Eric Meier
and Lynda Meier, the former general partners of Belmer, until such shares are
distributed to them.
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of Common Stock, which include (A) an aggregate of 228,728 shares of
Common Stock issuable upon conversion of Series A and Series M
Preferred Stock beneficially owned by Belmer Partners,(7) of which Mr.
Meier was a general partner, and (B) the following shares of Common
Stock, which are subject to proxies granting voting power to Mr. Meier
as follows: (1) 333,792 shares owned by Phyllis Meier, Mr. Meier's
mother, (2) 666,540 shares owned by Norman Meier, Mr. Meier's father;
(3) an additional 17,900 shares over which Mr. Meier has voting power;
and (4) options to purchase an aggregate of 650,000 shares of Common
Stock owned by Norman Meier, Mr. Meier's father.
Information regarding Phyllis Meier and Norman Meier is set forth
below:
Name: Phyllis Meier and Norman Meier
Business Address: c/o Universal Insurance Holdings, Inc., 1110 W.
Commercial Blvd., Suite 100, Fort Lauderdale, Florida 33309
Principal Occupation: Norman Meier - Executive Chairman of DermWorx,
Inc.; Phyllis Meier - Investor
During the last five years, neither Phyllis Meier nor Norman Meier has
been convicted in a criminal proceeding.
During the last five years, neither Phyllis Meier nor Norman Meier
has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding been
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities law or finding any violation with respect
to such law.
Citizenship: United States
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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: April 18, 2008
By: /s/ Bradley I. Meier
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Name: Bradley I. Meier
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