Ownership Submission
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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(Print or Type Responses)
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)
President and CEO
(Last)
(First)
(Middle)
1110 WEST COMMERCIAL BOULEVARD		 3. Date of Earliest Transaction (Month/Day/Year)
03/10/2014
(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 03/10/2014   M(1)   100,000 A $ 4.7 1,572,403 (2) D  
Common Stock 03/10/2014   F(3)   57,436 D $ 14.66 1,514,967 D  
Common Stock 03/10/2014   M   250,000 A $ 3.51 1,764,967 D  
Common Stock 03/10/2014   F   130,875 D $ 14.66 1,634,092 D  
Common Stock 03/10/2014   M   350,000 A $ 4.87 1,984,092 D  
Common Stock 03/10/2014   F   203,567 D $ 14.66 1,780,525 D  
Common Stock 03/10/2014   M   350,000 A $ 5.84 2,130,525 D  
Common Stock 03/10/2014   F   218,076 D $ 14.66 1,912,449 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Option to Purchase Common Stock (4) $ 4.7 03/10/2014 06/23/2011 M     100,000 06/23/2013 06/23/2018 Common Stock 300,000 $ 0 0 D  
Option to Purchase Common Stock (5) $ 3.51 03/10/2014 09/04/2012 M     250,000 09/04/2013 09/04/2019 Common Stock 500,000 $ 0 250,000 D  
Option to Purchase Common Stock (6) $ 4.87 03/10/2014 05/19/2010 M     350,000 05/19/2011 05/19/2015 Common Stock 350,000 $ 0 0 D  
Option to Purchase Common Stock (7) $ 5.84 03/10/2014 02/02/2010 M     350,000 02/02/2012 02/02/2015 Common Stock 350,000 $ 0 0 D  

Reporting Owners

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

Signatures

 /s/ Sean P. Downes   03/11/2014
**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) Code M represents an exercise or conversion of derivative security exempted pursuant to Rule 16b-3 of the Securities Exchange Act, as amended ("Rule 16b-3").
(2) Since the date of the reporting person's last ownership report, he transferred 77,685 shares of Universal Insurance Holdings, Inc. common stock to his former wife pursuant to a divorce settlement.
(3) Code F represents payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.
(4) Option was granted in connection with a Non-Qualified Stock Option Agreement by and between the Company and Mr. Downes, effective as of 6/23/2011. The option vests as follows: (a) 100,000 shares of common stock on 12/23/2011, (b) 100,000 shares of common stock on 6/23/2012, and (c) 100,000 shares of common stock on 6/23/2013.
(5) Option was granted in connection with a Non-Qualified Stock Option Agreement by and between the Company and Mr. Downes, effective as of 9/4/2012. The option vests as follows: (a) 250,000 shares of common stock on 9/4/2013 and (b) 250,000 shares of common stock on 9/4/2014.
(6) Option was granted in connection with a Non-Qualified Stock Option Agreement by and between the Company and Mr. Downes, effective as of 5/19/2010. The option vests as follows: (a) 175,000 shares of common stock on 5/19/2010 and (b) 175,000 shares of common stock on 5/19/2011.
(7) Option was granted in connection with a Non-Qualified Stock Option Agreement by and between the Company and Mr. Downes, effective as of 2/2/2010. The option vests as follows: (a) 150,000 shares of common stock on 2/2/2010, (b) 100,000 shares of common stock on 2/2/2011, and (c) 100,000 shares of common stock on 2/2/2012.

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