HCI Group, Inc. — Director's Dealing 2012

Aug 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Homeowners Choice, Inc. (HCII)
CIK: 0001400810
Period of Report: 2012-08-13

Reporting Person: Allen Richard R (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-13	Common Stock	M	10000	$2.50	Acquired	10000	Direct
2012-08-13	Common Stock	F	1183	$21.14	Disposed	8817	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-13	Stock Option (Right to Buy)	$2.50	M	10000	Disposed	2017-05-31	Common (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	450	Direct
Common Stock	30000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$2.50	2017-05-31	Common (4000)	4000	Direct

Footnotes

F1: Shares are held jointly with spouse.

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 20,000 shares of the Restricted Stock issued hereunder the Restrictions will lapse:
(i) as to 4,000 shares, one year after the Closing Price equals or exceeds $16 per share for 20 consecutive trading days;
(ii)as to 4,000 shares, one year after the Closing Price equals or exceeds $19 per share for 20 consecutive trading days;
(iii)as to 4,000 shares, one year after the Closing Price equals or exceeds $22 per share for 20 consecutive trading days;
(iv)as to 4,000 shares, one year after the Closing Price equals or exceeds $25 per share for 20 consecutive trading days;
(v)as to 4,000 shares one year after the Closing Price equals or exceeds $28 per share for 20 consecutive trading days;

F3: The reporting person acquired 10,000 shares and surrendered back to the Issuer 1,183 shares, for a net exercise of 8,817.

F4: The options were granted pursuant to the Homeowners Choice, Inc. 2007 Stock Option and Incentive Plan.

F5: These options fully vested effective with the June 1, 2007 grant date.

F6: Commencing on May 1, 2008 and continuing on the same day of each calendar year thereafter through and including May 1, 2012, 3,200 options will vest and become exercisable on each such annual vesting date.