Item 1. | Security and Issuer. |
This constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D (the “Original Schedule 13D”) filed by the undersigned on March 8, 2021, as amended by Amendment No. 1 filed by the undersigned on January 24, 2024 (“Amendment No. 1” and, together with the Original Schedule 13D, the “Schedule 13D”) and relates to the shares of common stock, no par value (“Common Stock”), of HCI Group, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 3802 Coconut Palm Drive, Tampa, FL 33619. Capitalized terms used but not otherwise defined in this Amendment No. 2 shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 4. | Purpose of Transaction. |
Item 4 of Amendment No. 2 is hereby amended and supplemented as follows:
On March 11, 2024, CB Snowbird exercised 300,000 Warrants on a cashless basis for 155,049 shares of Common Stock, which were delivered on March 13, 2024.
Item 5. | Interest in Securities of the Issuer. |
Items 5(a), (c) and (e) of Amendment No. 2 is hereby amended and restated as follows:
(a) As described in Item 4, as of the close of business on March 15, 2024, the Reporting Persons may be deemed the beneficial owners of an aggregate of 498,918 shares of Common Stock issuable upon the exercise of the Warrant, representing approximately 4.76% of the Common Stock.
The aggregate percentage of Common Stock beneficially owned by the Reporting Persons is based upon 9,979,720 shares of Common Stock of the Issuer outstanding as of March 1, 2024, based on the Issuer’s Annual Report on Form 10-K, filed on March 8, 2024.
(c) On March 13 and March 14, 2024, CB Snowbird placed two sale orders of 54,845 and 13,088 shares of Common Stock, respectively, at a price of $111.4572 and $113.0554 per share, respectively, which are expected to close on March 18, 2024, for the aggregate price of approximately $7.6 million, each pursuant to a brokers’ transactions (the “March 13 and 14 Sales”). On March 14, 2024, CB Snowbird placed two sale orders of 15,000 and 15,600 shares of Common Stock, respectively, at a price of $111.000 and $111.0632 per share, respectively, which are scheduled to close on March 18, 2024, for the aggregate price of approximately $3.4 million, each pursuant to a brokers’ transactions (the “March 15 Sales” and, together with the March 13 and 14 Sales, the “Transactions”). Except as otherwise set forth in Item 4 of this Schedule 13D, none of the Reporting Persons has effected any transaction in Common Stock since the filing of Amendment No. 1.
(e) Giving effect to the Transactions, as of March 15, 2024, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuer’s Common Stock. The filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.