0001089212-15-000004.txt : 20150210 0001089212-15-000004.hdr.sgml : 20150210 20150210150342 ACCESSION NUMBER: 0001089212-15-000004 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150210 DATE AS OF CHANGE: 20150210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UCP, Inc. CENTRAL INDEX KEY: 0001572684 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 900978085 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87551 FILM NUMBER: 15593316 BUSINESS ADDRESS: STREET 1: 99 ALMADEN BOULEVARD STREET 2: SUITE 400 CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 408-207-9499 MAIL ADDRESS: STREET 1: 99 ALMADEN BOULEVARD STREET 2: SUITE 400 CITY: SAN JOSE STATE: CA ZIP: 95113 FORMER COMPANY: FORMER CONFORMED NAME: UCP, LLC DATE OF NAME CHANGE: 20130321 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BUCKINGHAM CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001089212 IRS NUMBER: 133276152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 485 LEXINGTON AVENUE STREET 2: 3RD FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-922-5525 MAIL ADDRESS: STREET 1: 485 LEXINGTON AVENUE STREET 2: 3RD FL CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: BUCKINGHAM CAPITAL MANAGEMENT INC/FL DATE OF NAME CHANGE: 19990621 SC 13G/A 1 ucp013115.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* UCP Inc. (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 90265Y106 (CUSIP Number) January 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) * 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 the disclosures provided in a prior cover page. The information required in 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. 90265Y106 1. Name of Reporting Person: Buckingham Capital Management, Inc. IRS Identification No. of above person: 13-3276152 2. Check the Appropriate Box if a Member of a Group*: 3. SEC Use Only 4. Citizenship or Place of Organization: Delaware Number of Shares 5. Sole Voting Power: 805,462 Beneficially Owned By Each Reporting 6. Shared Voting Power: 0 Person With 7. Sole Dispositive Power: 805,462 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 805,462 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:* 11. Percent of Class Represented by Amount in Row (9): 10.17% 12. Type of Reporting Person*: IA CUSIP No. 90265Y106 1. Name of Reporting Person: Buckingham Research Group Incorporated. IRS Identification No. of above person: 13-3134008 2. Check the Appropriate Box if a Member of a Group*: 3. SEC Use Only 4. Citizenship or Place of Organization: Delaware Number of Shares 5. Sole Voting Power: 805,462 Beneficially Owned By Each Reporting 6. Shared Voting Power: 0 Person With 7. Sole Dispositive Power: 805,462 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 805,462 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: 11. Percent of Class Represented by Amount in Row (9): 10.17% 12. Type of Reporting Person*: BD Schedule 13G/A of Buckingham Capital Management, Inc. and Buckingham Research Group Incorporated with respect to the common stock (the "Common Shares") of UCP Inc. (the "Company"). Item 1(a) Name of Issuer: UCP Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 99 Almaden Blvd., Suite 400, San Jose, CA 95113 Item 2(a) Name of Persons Filing: This statement is being filed by Buckingham Capital Management, Inc. and Buckingham Research Group Incorporated. Buckingham Capital Management, Inc. is a registered investment adviser which acts as the general partner and investment manager for various private investment funds and which also manages other accounts on a discretionary basis. Buckingham Research Group Incorporated, a registered broker-dealer, is the parent company of Buckingham Capital Management, Inc. and thus may be deemed to be the beneficial owner of the securities reported herein. Item 2(b) Address of Principal Business Office or, if none, Residence: 485 Lexington Avenue, Third Floor, New York, NY 10017 Item 2(c) Citizenship: Each of Buckingham Capital Management, Inc. and Buckingham Research Group Incorporated is a Delaware corporation Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 90265Y106 Item 3 If this statement is filed pursuant to Rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [x] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o) (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [x] An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations ad defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with Rule 240.13d-1(b) (1)(ii)(J). Item 4 Ownership (a) Amount Beneficially Owned: 805,462 (b) Percent of class: 10.17% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 805,462 (ii) Shared power to vote or to direct the vote: 0 (iii)Sole power to dispose or to direct the disposition of: 805,462 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5 Ownership of Five Percent or less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not applicable. Item 7 Identification and Classification of the Subsidiary, Which Acquired the Security, Being Reported on By the Parent Holding Company: Not applicable. Item 8 Identification and Classification of Members of the Group: Not applicable. Item 9 Notice of Dissolution of Group: Not applicable. Item 10 Certification (if filing pursuant to Rule 240.13d-1(b)): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 10, 2015 BUCKINGHAM CAPITAL MANAGEMENT, INC. By:/s/Peter D. Goldstein, Esq. Peter D. Goldstein, Esq, Chief Compliance Officer, General Counsel THE BUCKINGHAM RESEARCH GROUP INCORPORATED By:/s/Peter D. Goldstein, Esq. Peter D. 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