HCI Group, Inc. — Director's Dealing 2015

Jan 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HCI Group, Inc. (HCI)
CIK: 0001400810
Period of Report: 2015-01-15

Reporting Person: Wallace Scott R (Division President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-15	Common Stock	F	205	$45.23	Disposed	2295	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	74547	Direct

Footnotes

F1: Restricted stock grant of 100,000 shares effective 4/20/2012: Restrictions on 50,000 shares of the restricted stock will lapse in annual increments of 10,000 shares beginning on the first anniversary of the vesting date. With respect to the remaining 50,000 restricted shares, the restriction period will lapse and 10,000 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 $12, $14, $16, $18 and $20. The number of shares reported in column 5 includes 30,000 unvested shares pursuant to this 4/20/2012 restricted stock grant.

F2: 205 shares were surrendered to cover the minimum federal income tax liability associated with the vesting on 01/15/2015 of 625 restricted shares. The forfeiture of shares for tax withholding is mandated by the restricted stock agreement.

F3: 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.