FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

8/4/2017
(Street)

SAN JOSE, CA 95113
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/4/2017     D    14673   D   (1) 0   D    
Class A Common Stock   8/4/2017     D    7716   (2) D   (2) 0   D    
Class A Common Stock   8/4/2017     D    60086   (3) D   (3) 0   D    
Class A Common Stock   8/4/2017     D    56607   (4) D   (4) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   $16.20   8/4/2017     D         54921      (5) 2/26/2024   Common Stock   54921     (5) 0   D    

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.

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, CA 95113 		X
PRESIDENT AND CEO

Signatures
/s/ W. Allen Bennett, his attorney in fact 8/8/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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