HCI Group, Inc. — Director's Dealing 2015

Dec 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HCI Group, Inc. (HCI)
CIK: 0001400810
Period of Report: 2015-11-30

Reporting Person: Saravanos Anthony (Director, Division President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-30	Common Stock	M	30000	$2.50	Acquired	30000	Direct
2015-11-30	Common Stock	F	2013	$37.27	Disposed	27987	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-30	Stock Option (Right to Buy)	$2.50	M	30000	Disposed	2017-05-31	Common (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	1200	Indirect
Common stock	1200	Indirect
Common stock	80000	Indirect
Common stock	1200	Indirect
Common stock	24000	Direct
Common stock	10000	Direct
Common stock	2295	Direct
Common stock	2500	Direct

Footnotes

F1: The reporting person holds voting and investment power of the 80,000 shares held by HC Investment LLC.

F2: 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.

F3: Restricted stock grant of 10,000 shares effective 8/29/2013: Restriction period will lapse and the restricted shares will vest as follows: (i) as to 2,500 shares, one year after the company has acquired at least $25 million of real property; (ii) as to 2,500 shares, one year after the company has acquired at least $50 million of real property; (iii) as to 2,500 shares, one year after the company has acquired at least $75 million of real property; and (iv) as to 2,500 shares, one year after the company has acquired at least $100 million of real property. The foregoing dollar figures are cumulative and apply to acquisitions of real property occurring after the grant date. 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 8/29/2013.

F4: Restricted stock grant of 2,500 shares effective 2/28/2014: Restriction period will lapse and the restricted shares will vest as follows: 625 shares on each of January 15, 2015, January 15, 2016, January 15, 2017, and January 15, 2018. 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 2/28/2014.The number of shares reported in column 5 includes 1,875 unvested shares pursuant to this 2/28/2014 restricted stock grant.

F5: Restricted stock grant of 2,500 shares effective 5/20/2015: Restriction period will lapse and the restricted shares will vest as follows: 625 shares on each of May 20, 2016, May 20, 2017, May 20, 2018, and May 20, 2019. 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 5/20/2015.

F6: Reflects 2,013 shares withheld by the Issuer at the market price of $37.27 per share to fund the cashless exercise of 30,000 options.

F7: The options were granted pursuant to the HCI Group, Inc. 2007 Stock Option and Incentive Plan.

F8: 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 vested and became exercisable on each such annual vesting date.