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
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
1110 WEST COMMERCIAL BOULEVARD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)
1/4/2021
(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  1/4/2021    M    18315 (1)(2) A  (1)(2) 1520697  D   
Common Stock  1/4/2021    F    4927 (3) D $15.10  1515770  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)(2) 1/4/2021    M        18315    (1)(2)  (1)(2) Common Stock  18315.0   (1)(2) 0  D   

Explanation of Responses:
(1)  These performance share units ("PSUs") were granted on March 19, 2018 but were conditional upon the Issuer meeting certain growth performance goals for the 2018 calendar year. On January 14, 2019, the Compensation Committee of the Issuer's Board of Directors confirmed that the Issuer met the performance goals for the 2018 calendar year. Each PSU represents the right to receive one share of Common Stock upon vesting. The PSUs are scheduled to vest as follows, subject to continued employment by the reporting person through the applicable vesting date: (a) two-thirds vested on January 1, 2019, (b) one-sixth vested on January 1, 2020, and (c) one-sixth vested on January 1, 2021.
(2)  These PSUs were scheduled to vest on January 1, 2021, but since that date fell on a holiday, they vested the next business day, or January 4, 2021. These PSUs were settled in shares of Common Stock using the January 4, 2021 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.

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



Signatures
/s/ Sean Downes 1/6/2021
**Signature of Reporting Person Date
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