HCI (HCI) Form 4 HCI / Andrew L. Graham ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Graham Andrew L.

(Last) (First) (Middle)

5300 W. CYPRESS STREET

SUITE 100

(Street)

TAMPA FL 33607

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HCI Group, Inc. [ HCI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
GC/Corporate Secretary

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								2,875	I	By Andrew L. Graham IRA
Common Stock	05/20/2019		F		185(1)	D(1)	$41.09	0	D
Common Stock								25,912	D
Common Stock	05/20/2019		F		148(2)	D(2)	$41.09	625(3)	D
Common Stock	05/20/2019		F		147(4)	D(4)	$41.09	1,250(5)	D
Common Stock	05/20/2019		F		209(6)	D(6)	$41.09	2,625(7)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 185 shares were surrendered to cover the minimum federal income tax liability associated with the vesting of 625 restricted shares on May 20, 2019.

2. 148 shares were surrendered to cover the minimum federal income tax liability associated with the vesting of 625 restricted shares on May 20, 2019

3. Restricted stock grant of 2,500 shares effective 6/06/2016: Restriction period will lapse and the restricted shares will vest as follows: 625 shares on each of May 20, 2017, May 20, 2018, May 20, 2019, and May 20, 2020. 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 6/06/2016.

4. 147 shares were surrendered to cover the minimum federal income tax liability associated with the vesting of 625 restricted shares on May 20, 2019

5. Restricted stock grant of 2,500 shares effective 6/06/2017: Restriction period will lapse and the restricted shares will vest as follows: 625 shares on each of May 20, 2018, May 20, 2019, May 20, 2020, and May 20, 2021. 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 6/06/2017.

6. 209 shares were surrendered to cover the minimum federal income tax liability associated with the vesting of 875 restricted shares on May 20, 2019.

7. Restricted stock grant of 3,500 shares effective 6/19/2018: Restriction period will lapse and the restricted shares will vest as follows: 875 shares on each of May 20, 2019, May 20, 2020, May 20, 2021, and May 20, 2022. 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 6/19/2018.

Remarks:

	/s/ Andrew L. Graham	05/22/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.