HCI Group, Inc. — Director's Dealing 2016

Feb 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HCI Group, Inc. (HCI)
CIK: 0001400810
Period of Report: 2016-01-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-29	Common stock	P	1000	$32.5309	Acquired	163939	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: Acquired pursuant to a Section 10b5-1 purchase plan adopted by the Reporting Person.

F2: The reported price in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $32.39 to $32.65 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

F3: 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.

F4: As of the date of this filing, 100,000 shares have vested and 300,000 shares remain subject to restrictions.

F5: Shares held jointly with spouse.

F6: The options were granted pursuant to the HCI Group, Inc. 2007 Stock Option and Incentive Plan.

F7: These options vested and became immediately exercisable upon the fair market value of the Company's Common Stock reaching $7.50 per share.