Edgar Filing: COLEMAN ROBERT D

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 ^*

COLEMAN ROBERT D

2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL FOREST PRODUCTS INC [UFPI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive VP Manufacturing

(Last)

(First)

(Middle)

2801 EAST BELTLINE, N.E.

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2005

(Street)

GRAND RAPIDS, MI 49525

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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Forward Contract (right/obligation to sell)

⁽¹⁾ ⁽²⁾ ⁽³⁾

08/16/2005

25,000 ⁽¹⁾ ⁽²⁾ ⁽³⁾

08/16/2010

Common Stock

25,000

⁽¹⁾ ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
COLEMAN ROBERT D 2801 EAST BELTLINE, N.E. GRAND RAPIDS, MI 49525			Executive VP Manufacturing

Signatures

/s/ Matthew J. Missad, as Attorney in Fact for Robert D. Coleman		08/18/2005
^**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)	(1) On August 16, 2005, Robert D. Coleman entered into a pre-paid variable forward sale contract ("Contract") with Bear Stearns & Co., Inc. ("Bear"). Pursuant to the Contract, Mr. Coleman has pledged 25,000 shares of Common Stock of Universal Forest Products, Inc. to secure his obligation to deliver a maximum of 25,000 shares of Common Stock on August 16, 2010 (the "Settlement Date"). The 25,000 shares represent approximately 20% of the combined number of shares of Common Stock of the Company currently owned and subject to options held by Mr. Coleman. Prior to the Settlement Date, Mr. Coleman retains voting control over the 25,000 shares subject to the Contract. In exchange for his agreement, Mr. Coleman will receive on or about August 22, 2005 approximately $985,822 representing approximately 79% of the value of 25,000 shares of Common Stock on August 16, 2005.
(2)	Mr. Coleman may settle this Contract by a cash payment to Bear or by the delivery of shares in August 2010. The actual cash amount or number of shares that Mr. Coleman is obligated to deliver in 2010 varies based on the price of the Common Stock on the Settlement Date (the "Settlement Price"). *If the Settlement Price is at or about $75.015 per share (the "Ceiling Price"), Mr. Coleman is obligated to deliver a number of shares equal to the product of (a) 25,000 and (b) the ratio that is obtained by dividing the sum (x) $50.01 per share (the "Floor Price") and (y) the difference between the Settlement Price and the Ceiling Price, by the Settlement Price; and
(3)	If the Settlement Price is between the Floor Price and the Ceiling Price, Mr. Coleman is obligated to deliver a number of shares equal to the product of (a) 25,000 and (b) the ratio that is obtained by dividing the Floor Price by the Settlement Price; and If the Settlement Price is at or below the Floor Price, Mr. Coleman is obligated to deliver 25,000 shares. The number of shares of Common Stock to be delivered to Mr. Coleman is subject to adjustment in the case of certain antidulutive and extraordinary events and the payment of increased dividends by the Company on the Common Stock.

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