HCI Group, Inc. — Director's Dealing 2015

May 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HCI Group, Inc. (HCI)
CIK: 0001400810
Period of Report: 2015-05-26

Reporting Person: Patel Paresh (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-26	Common stock	M	40000	$2.50	Acquired	135450	Direct
2015-05-26	Common stock	P	822	$42.10	Acquired	136272	Direct
2015-05-27	Common stock	P	728	$42.60	Acquired	137000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-26	Stock Option (Right to Buy)	$2.50	M	40000	Disposed	2017-05-31	Common (40000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	34000	Indirect
Common stock	400000	Direct
Common stock	284000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$2.50	2017-09-05	Common (60000)	60000	Direct

Footnotes

F1: Restricted stock grant of 400,000 shares effective 5/16/2013: Restrictions will lapse: (i) as to 100,000 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 100,000 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 100,000 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 100,000 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.

F2: As of the date of this filing, 100,000 shares have vested and 300,000 shares remain subject to restrictions.

F3: Shares held jointly with spouse.

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

F5: These options vested and became immediately exercisable upon the fair market value of the Company's Common Stock reaching $7.50 per share.

F6: 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 vested and became exercisable on each such monthly vesting date.