HCI Group, Inc. — Director's Dealing 2013

May 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Homeowners Choice, Inc. (HCI)
CIK: 0001400810
Period of Report: 2013-05-16

Reporting Person: Madhu Sanjay (Director, Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-16	Common Stock	A	24000	—	Acquired	24000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2803	Indirect
Common Stock	267	Indirect
Common Stock	90000	Indirect
Common Stock	27000	Direct
Common Stock	2106	Direct

Footnotes

F1: The reporting person holds voting and investment power of all shares held by Universal Finance & Investments, LLC.

F2: Restricted stock grant of 30,000 shares effective 5/8/2012: 15,000 shares of the restricted stock will lapse in annual increments of 3,000 shares beginning on the first anniversary of the vesting date. With respect to the remaining 15,000 restricted shares, the restriction period will lapse and 3,000 restricted shares will vest one year after the market price of HCI common shares equals or exceeds the target price in each case for 20 consecutive trading days. The target prices set for this grant are $16, $19, $22, $25 and $28.

F3: Restricted stock grant of 24,000 shares effective 5/16/2013: Restrictions will lapse: (i) as to 6,000 shares, one year after the closing price of HCI common shares equals or exceeds $35 per share for 20 consecutive trading days; (ii) as to 6,000 shares, one year after the closing price of HCI common shares equals or exceeds $50 per share for 20 consecutive trading days; (iii) as to 6,000 shares, one year after the closing price of HCI common shares equals or exceeds $65 per share for 20 consecutive trading days; (iv) as to 6,000 shares, one year after the closing price of HCI common shares equals or exceeds $80 per share for 20 consecutive trading days. All shares of which restrictions have not lapsed 6 years and one day from grant date will be forfeited. These shares were granted by the company pursuant to the company's 2012 Omnibus Incentive Plan and under the terms and conditions of a restricted stock agreement dated 5/16/2013.