HCI Group, Inc. — Director's Dealing 2016

Mar 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HCI Group, Inc. (HCI)
CIK: 0001400810
Period of Report: 2016-03-02

Reporting Person: Politis Gregory (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-02	Common Stock	J	6000	—	Disposed	18000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	160000	Direct
Common Stock	200000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$2.50	2017-05-31	Common Stock (30000)	30000	Direct

Footnotes

F1: Shares held jointly with spouse.

F2: Pursuant to an amendment to this 24,000 share restricted stock award granted 5/16/13, the Issuer cancelled effective 3/2/2016 the 6,000 share tranche that was to have vested one year after the closing price of HCI common shares equaled or exceeded $50 per share for 20 consecutive trading days. Of the award's 18,000 remaining shares, 6,000 have previously vested, 6,000 shares will vest one year after the closing price of HCI common shares equals or exceeds $65 per share for 20 consecutive trading days, and 6,000 will vest one year after the closing price of HCI common shares equals or exceeds $80 per share for 20 consecutive trading days. All shares for which restrictions have not lapsed 6 years and one day from the 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: The options were granted pursuant to the HCI Group, Inc. 2007 Stock Option and Incentive Plan.

F4: 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.