X0206 3 2016-12-12 0 0001572684 UCP, Inc. UCP 0001664559 SPERON ERIC H. C/O UCP, INC. 99 ALMADEN BOULEVARD, SUITE 400 SAN JOSE CA 95113 true Series A Units of UCP, LLC Class A Common Stock 10593000 I By PICO Holdings, Inc. On July 23, 2013, PICO Holdings, Inc. ("PICO") entered into an Exchange Agreement with the Issuer, pursuant to which PICO may exchange, at PICO's election, all or any portion of the Series A Units of UCP, LLC held by PICO for shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends, reclassifications and repurchases by the Issuer of Class A Common Stock. This exchange right may be exercised multiple times and has no expiration date. The Reporting Person is a member of the Board of Directors of PICO, and may be deemed to exercise or share voting power and investment control over the Series A Units of UCP, LLC and any shares of Class A Common Stock issued on exchange of those Series A Units. The Reporting Person disclaims beneficial ownership of the Series A Units (and any resulting shares of Class A Common Stock) owned by PICO, except to the extent of his pecuniary interest therein. /s/ W. Allen Bennett, his attorney in fact 2016-12-15