FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DOWNES SEAN P 		2. Issuer Name and Ticker or Trading Symbol

UNIVERSAL INSURANCE HOLDINGS, INC. [ UVE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO
(Last)          (First)          (Middle)

1110 WEST COMMERCIAL BOULEVARD, SUITE 100 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/22/2018
(Street)

FORT LAUDERDALE, FL 33309
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   1/22/2018     M    73529   (1) (2) A   (1) (2) 1442934   D    
Common Stock   1/22/2018     F    26953   (3) D $30   1415981   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Units     (1) 1/22/2018     A      110294         (1)   (1) Common Stock   110294   $0   110294   D    
Performance Share Units     (1) (2) 1/22/2018     M         73529      (1) (2)   (1) (2) Common Stock   73529     (1) (2) 36765   D    

Explanation of Responses:
(1)  These performance share units ("PSUs") were granted on January 20, 2017, but were conditional upon the Issuer meeting certain growth performance goals for the 2017 calendar year. On January 17, 2018, the Compensation Committee of the Issuer's Board of Directors confirmed that the Issuer met the performance goals for the 2017 calendar year. Each PSU represents the right to receive one share of Common Stock upon vesting. The PSUs are scheduled to as follows, subject to continued employment by the reporting person through the applicable vesting date: (a) two-thirds vest on January 20, 2018 (because this vesting date fell on a weekend, these PSUs vested on the next business day, January 22, 2018), (b) one-sixth vest on January 20, 2019, and (c) one-sixth vest on January 20, 2020.
(2)  On January 22, 2018, the two-thirds of the PSUs that were scheduled to vest on January 20, 2018 were settled in shares of Common Stock using the January 22, 2018 closing price of the Common Stock.
(3)  These shares of Common Stock were withheld to satisfy the tax withholding obligation in connection with the settlement of vested PSUs into shares of Common Stock on January 22, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DOWNES SEAN P
1110 WEST COMMERCIAL BOULEVARD
SUITE 100
FORT LAUDERDALE, FL 33309 		X
CEO

Signatures
/s/ Sean Downes 1/24/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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