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: Patel Paresh (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-02	Common stock	J	100000	—	Disposed	300000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	167000	Direct
Common stock	34000	Indirect
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: Pursuant to an amendment to this 400,000 share restricted stock award granted 5/16/13, the Issuer cancelled effective 3/2/2016 the 100,000 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 300,000 remaining shares, 100,000 have previously vested, 100,000 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 100,000 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.

F2: Shares held jointly with spouse.

F3: The options were granted pursuant to the HCI Group, Inc. 2007 Stock Option and Incentive Plan.

F4: These options vested and became immediately exercisable upon the fair market value of the Company's Common Stock reaching $7.50 per share.