HCI Group, Inc. — Director's Dealing 2012

Oct 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Homeowners Choice, Inc. (HCII)
CIK: 0001400810
Period of Report: 2012-10-22

Reporting Person: Graham Andrew L. (VP/Corporate Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-23	Common Stock	C	310	$9.10	Acquired	2310	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-22	Stock Warrants (Right to Buy)	$9.10	S	380	Disposed	2013-07-30	Common Stock (190)	Indirect
2012-10-23	Stock Warrants (Right to Buy)	$9.10	C	620	Disposed	2013-07-30	Common Stock (310)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20000	Direct

Footnotes

F1: Two warrants may be exercised to acquire one share of common stock at an exercise price equal to $9.10 per share.

F2: Restriced Stock Grant effective 5/8/2012: (a)10,000 shares of the Restricted Stock issued hereunder the Restrictions will lapse in annual increments of 2,000 shares beginning on the first anniversary of the Vesting Date. (b)The remaining 10,000 shares of the Restricted Stock issued hereunder the Restrictions will lapse: (i) as to 2,000 shares, one year after the Closing Price equals or exceeds $16 per share for 20 consecutive trading days; (ii)as to 2,000 shares, one year after the Closing Price equals or exceeds $19 per share for 20 consecutive trading days; (iii)as to 2,000 shares, one year after the Closing Price equals or exceeds $22 per share for 20 consecutive trading days; (iv)as to 2,000 shares, one year after the Closing Price equals or exceeds $25 per share for 20 consecutive trading days; (v)as to 2,000 shares one year after the Closing Price equals or exceeds $28 per share for 20 consecutive trading days;

F3: In connection with the Homeowners Choice, Inc. initial public offering ("IPO"), 1,000 units were purchased on 7/25/08 at a price of $7.00 per unit, with each unit consisting of one share of common stock and one warrant. Two warrants may be exercised to acquire one share of common stock at an exercise price equal to $9.10 per share. The warrants may be exercised any time after the closing of the IPO up to five years after the July 30, 2008 IPO closing date.