HCI Group, Inc. — Director's Dealing 2016

Jan 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HCI Group, Inc. (HCI)
CIK: 0001400810
Period of Report: 2016-01-15

Reporting Person: Graham Andrew L. (GC/Corporate Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-15	Common Stock	F	205	$30.74	Disposed	2090	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2760	Indirect
Common Stock	20200	Direct
Common Stock	2500	Direct
Common Stock	300	Direct

Footnotes

F1: Includes a Restricted Stock Grant of 20,000 shares effective 5/8/2012: Restrictions on 10,000 shares of the Restricted Stock will lapse in annual increments of 2,000 shares beginning on the first anniversary of the Vesting Date of 5/8/2012. With respect to the remaining 10,000 restricted shares, the restriction period will lapse and 2,000 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 $16, $19, $22, $25 and $28. The number of shares reported in column 5 includes 4,000 unvested shares pursuant to this 5/8/2012 restricted stock grant.

F2: 205 shares were surrendered to cover the minimum federal income tax liability associated with the vesting of 625 restricted shares on 1/15/2016.

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 1,250 unvested shares pursuant to this 2/28/2014 restricted stock grant.

F4: Restricted stock grant of 2,500 shares effective 5/20/2015: Restriction period will lapse and the restricted shares will vest as follows: 625 shares on each of May 20, 2016, May 20, 2017, May 20, 2018, and May 20, 2019. 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 5/20/2015.