SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*

UNIVERSAL INSURANCE HOLDINGS, INC.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

91359V107
(CUSIP Number)

Sean P. Downes
Universal Insurance Holdings, Inc.
1110 W. Commercial Blvd., Suite 100
Fort Lauderdale, Florida 33309
Tel: (954) 958-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 21, 2018
(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 that 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. ☐

(Page 1 of 5 Pages)

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  91359V107
 
SCHEDULE 13D
Page 2 of 5 Pages
1
NAME OF REPORTING PERSON
 
 
Sean P. Downes
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
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)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,291,776
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,291,776
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
 
2,291,776
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.6%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
 
IN
 
 
 
 

CUSIP No.  91359V107
 
SCHEDULE 13D
Page 3 of 5 Pages
Explanatory Note

This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D is being filed by Sean P. Downes pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934 to report certain material changes to Mr. Downes’ beneficial ownership since the filing of Amendment No. 2.  This Amendment No. 3 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2017, as amended by Amendment No. 1 filed on November 24, 2017, and Amendment No. 2 filed on April 3, 2018 (collectively, the “Schedule 13D”).  All capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meaning set forth in the Schedule 13D.

Item 5.
INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is supplemented as follows:

(a)
Mr. Downes beneficially owns an aggregate of 2,291,776 shares of Common Stock (which includes performance share units and options to purchase in the aggregate 952,635 shares of Common Stock that vest and are exercisable within 60 days hereof), which represents approximately 6.6% of the outstanding shares of Common Stock of the Company. The percentage is based on 34,938,872 shares of Common Stock outstanding on October 29, 2018, as reported in the Company’s quarterly report on Form 10-Q, filed with the SEC on October 31, 2018.

(b)
Number of shares as to which Mr. Downes has:

(i) Sole power to vote or direct the vote:
2,291,776
(ii) Shared power to vote or direct the vote:
0
(iii) Sole power to dispose or direct the disposition of:
2,291,776
(iv) Shared power to dispose or direct the disposition of:
0

(c)
During the past sixty days, the following transactions were effected for Mr. Downes’ account by a broker in the open market pursuant to a Rule 10b5-1 plan adopted by Mr. Downes on May 18, 2018:

Date
  
No. of Shares
    
Price per Share
  
October 24, 2018
    
7,742
    
$
44.9238
(1)
October 24, 2018
    
9,665
    
$
46.0811
(2)
October 24, 2018
    
2,593
    
$
46.6713
(3)
September 24, 2018
    
20,000
    
$
47.66
(4)

CUSIP No.  91359V107
 
SCHEDULE 13D
Page 4 of 5 Pages

(1)
This price reflects the weighted average price. The shares were sold in multiple transactions at prices ranging from $44.48 to $45.44, inclusive. Mr. Downes undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (1) through (4) herein.

(2)
This price reflects the weighted average price. The shares were sold in multiple transactions at prices ranging from $45.48 to $46.46, inclusive.

(3)
This price reflects the weighted average price. The shares were sold in multiple transactions at prices ranging from $46.48 to $47.10, inclusive.

(4)
This price reflects the weighted average price. The shares were sold in multiple transactions at prices ranging from $47.20 to $47.95, inclusive.

(d)
This Item 5(d) is not applicable.

(e)
This Item 5(e) is not applicable.

CUSIP No.  91359V107
 
SCHEDULE 13D
Page 5 of 5 Pages
SIGNATURE

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 23, 2018

 
/s/ Sean P. Downes
  
 
SEAN P. DOWNES