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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 1110 WEST COMMERCIAL BOULEVARD, SUITE 100 3. Date of Earliest Transaction (Month/Day/Year) 01/09/2017 (Street) FORT LAUDERDALE, FL 33309 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 01/09/2017   M   86,281 (1) (2) A (1) (2) 1,355,025 D   Common Stock 01/09/2017   F   31,328 (3) D $ 28.75 1,323,697 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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)

01/09/2017

A

129,422

(1)

(1)

Common Stock

129,422

$ 0

129,422

D

Performance Share Units

(1) (2)

01/09/2017

M

86,281

(1)(2)

(1)(2)

Common Stock

86,281

(1) (2)

43,141

D

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			CEO

Signatures

/s/ Sean P. Downes		01/10/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These performance share units ("PSUs") were granted on January 1, 2016, but were conditional upon the Issuer meeting certain growth performance goals for the 2016 calendar year. On January 9, 2017, the Compensation Committee of the Issuer's Board of Directors confirmed that the Issuer met the performance goals for the 2016 calendar year. Each PSU represents the right to receive one share of Common Stock upon vesting. The PSUs vest as follows, subject to continued employment by the reporting person through the applicable vesting date: (a) two-thirds vest on January 1, 2017, (b) one-sixth vest on January 1, 2018, and (c) one-sixth vest on January 1, 2019.
(2)	Upon the Compensation Committee confirming that the Issuer met the performance goals for the 2016 calendar year, the two-thirds of the PSUs that had vested on January 1, 2017 were settled in shares of 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 9, 2017.

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