HCI Group, Inc. — Director's Dealing 2012

May 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Homeowners Choice, Inc. (HCII)
CIK: 0001400810
Period of Report: 2012-05-08

Reporting Person: Allen Richard R (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-08	Common Stock	A	30000	—	Acquired	30000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	450	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$2.50	2017-05-31	Common (4000)	4000	Direct
Stock Option (Right to Buy)	$2.50	2017-05-31	Common (16000)	16000	Direct

Footnotes

F1: Shares are held jointly with spouse.

F2: These shares were granted by the Company pursuant to the terms and conditions of the Restricted Stock Agreement dated 5/8/2012.

F3: 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;

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.