Sec Form 4 Filing - Bogue Dustin L. @ UCP, Inc. - 2017-08-04

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 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 Bogue Dustin L. 2. Issuer Name and Ticker or Trading Symbol UCP, Inc. [ UCP] 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) C/O UCP, INC., 99 ALMADEN BOULEVARD, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 08/04/2017 (Street) SAN JOSE, CA95113 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A Common Stock 08/04/2017 D 14,673 D 0 D Class A Common Stock 08/04/2017 D 7,716 ( 2 ) D 0 D Class A Common Stock 08/04/2017 D 60,086 ( 3 ) D 0 D Class A Common Stock 08/04/2017 D 56,607 ( 4 ) D 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Class A Common Stock Options $ 16.2 08/04/2017 D 54,921 ( 5 ) 02/26/2024 Common Stock 54,921 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bogue Dustin L. C/O UCP, INC. 99 ALMADEN BOULEVARD, SUITE 400 SAN JOSE, CA95113 X PRESIDENT AND CEO Signatures /s/ W. Allen Bennett, his attorney in fact 08/08/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to merger agreement between Issuer and Century Communities, Inc. in exchange for 3,387 shares of Century Communities, Inc. common stock and $78,065.66 in cash. ( 2 )Mr. Bogue was granted 19,290 restricted stock units, with a vesting schedule as follows: 10% on February 26, 2015, 20% on February 26, 2016, 30% on February 26, 2017 and 40% on February 26, 2018. The restricted stock units were disposed of pursuant to merger agreement between Issuer and Century Communities, Inc. in exchange for 3,367 restricted stock units of Century Communities, Inc. ( 3 )Mr. Bogue was granted 75,107 restricted stock units, with a vesting schedule as follows: 1/5th on January 1, 2017, 1/5th on January 1, 2018, 1/5th on January 1, 2019, 1/5th on January 1, 2020 and 1/5th on January 1, 2021. The restricted stock units were disposed of pursuant to merger agreement between Issuer and Century Communities, Inc. in exchange for 26,222 restricted stock units of Century Communities, Inc. ( 4 )Mr. Bogue was granted 56,607 restricted stock units, which will vest as follows: 1/5th on February 1, 2018, 1/5th on February 1, 2019, 1/5th on February 1, 2020, 1/5th on February 1, 2021, and 1/5th on February 1, 2022. The restricted stock units were disposed of pursuant to merger agreement between Issuer and Century Communities, Inc. in exchange for 24,703 restricted stock units of Century Communities, Inc. ( 5 )Mr. Bogue was granted 54,921 stock options, with a vesting schedule as follows: 10% on February 26, 2015, 20% on February 26, 2016, 30% on February 26, 2017 and 40% on February 26, 2018. These stock options were cancelled in the merger between Issuer and Century Communities, Inc.

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