HCI Group, Inc. — Director's Dealing 2012

Jan 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Homeowners Choice, Inc. (HCII)
CIK: 0001400810
Period of Report: 2012-01-27

Reporting Person: TRABER MARTIN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-27	Common stock	M	27003	$2.50	Acquired	137003	Direct
2012-01-27	Common stock	F	7003	$9.64	Disposed	130000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-27	Stock Option (Right to Buy)	$2.50	M	27003	Disposed	2017-05-31	Common (27003)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$2.50	2017-05-31	Common (30000)	30000	Direct
Series A Cumulative Redeemable Preferred Stock, no par value	$10.00		Common (5000)	5000	Direct

Footnotes

F1: The reporting person acquired 27,003 shares and surrendered back to the Issuer 7,003 shares, for a net exercise of 20,000.

F2: The options were granted pursuant to the Homeowners Choice, Inc. 2007 Stock Option and Incentive Plan.

F3: Commencing on June 1, 2007 and continuing on the first day of each calendar month thereafter through and including January 1, 2010, the amount of 5,000 options will vest and become exercisable on each such monthly vesting date.

F4: Commencing on May 1, 2008 and continuing on the same day of each calendar year thereafter through and including May 1, 2010, the amount of 10,000 options will vest and become exercisable on each such annual vesting date.

F5: Shares were purchased in connection with Homeowners Choice, Inc.'s ("HCI") offering of its 7% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred"), which was completed on March 25, 2011. Each share of the Series A Preferred will be convertible, at the holder's option at any time, initially into one share of HCI's common stock based upon an initial conversion price of $10.00 per share.

F6: HCI may terminate this conversion right on or after March 31, 2014, if, for at least twenty trading days within any period of thirty consecutive trading days, the market price of HCI's common stock exceeds the conversion price of the Series A Preferred by more than 20% and HCI's common stock is then traded on the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, or the NYSE Amex.