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 |
| |||||||||||||||
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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol HCI Group, Inc. [ HCI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
3. Date of Earliest Transaction (Month/Day/Year) 04/05/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 273,000 | D | ||||||||
Common stock | 04/05/2022 | P | 1,500 | A | $69.2 | 36,500 | I | IRA | ||
Common stock | 447,000 | D(1) | ||||||||
Common Stock | 10,000(2) | D | ||||||||
Common Stock | 20,000(3) | D | ||||||||
Common Stock | 30,000(4) | D | ||||||||
Common Stock | 10,000(5) | D | ||||||||
Common Stock | 10,000(6) | 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 | ||||||||
Stock Option (Right to Buy)(7) | $40 | (8) | 01/07/2027 | Common | 110,000 | 110,000 | D | ||||||||
Stock Option (Right to Buy)(7) | $40 | (9) | 02/08/2028 | Common | 110,000 | 110,000 | D | ||||||||
Stock Option (Right to Buy)(7) | $53 | (10) | 01/15/2029 | Common | 110,000 | 110,000 | D | ||||||||
Stock Option (Right to Buy)(7) | $48 | (11) | 01/16/2030 | Common | 110,000 | 110,000 | D |
Explanation of Responses: |
1. Shares held jointly with spouse. |
2. Restricted stock grant of 40,000 shares effective February 8, 2018: Restrictions on 10,000 shares have lapsed. Restrictions on the remaining 30,000 shares will lapse in 10,000 amounts on each of February 8, 2020, February 8, 2021, and February 8, 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 award contract dated February 8, 2018. |
3. Restricted stock grant of 40,000 shares effective January 15, 2019: Restrictions on 10,000 shares have lapsed. Restrictions on the remaining 30,000 shares will lapse in 10,000 amounts on each of January 15, 2021, January 15, 2022, and January 15, 2023. 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 award contract dated January 15, 2019. |
4. Restricted stock grant of 40,000 shares effective January 16, 2020: Restrictions on 10,000 shares will lapse on each of January 16, 2021, January 16, 2022, January 16, 2023, and January 16, 2024. 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 award contract dated January 16, 2020. |
5. Restricted stock grant of 10,000 shares effective 2/26/2021: Restricted shares will vest on October 5, 2022, which is the first anniversary of the date on which the company stock value first equaled or exceeded $105 for 30 consecutive trading days on the applicable exchange. 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 2/26/2021. |
6. Restricted stock grant of 10,000 shares effective 2/26/2021: Restricted shares will vest, if ever, on the first anniversary of the date on which the company stock value first equals or exceeds $140 for 30 consecutive trading days on the applicable exchange. 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 2/26/2021. |
7. The options were granted pursuant to the HCI Group, Inc. 2012 Omnibus Incentive Plan. |
8. The options were granted on January 7, 2017 at an exercise price of $40.00 per share, in excess of the $39.71 market value. Commencing on January 7, 2018 and continuing on the same day of each calendar year thereafter through and including January 7, 2021, the amount of 27,500 options will vest and become exercisable on each such annual vesting date. Once vested, the options may be exercised at any time up to and including January 7, 2027. |
9. The options were granted on February 8, 2018 at an exercise price of $40.00 per share, in excess of the $34.92 market value. Commencing on February 8, 2019 and continuing on the same day of each calendar year thereafter through and including February 8, 2022, the amount of 27,500 options will vest and become exercisable on each such annual vesting date. Once vested, the options may be exercised at any time up to and including February 8, 2028. |
10. The options were granted on January 15, 2019 at an exercise price of $53.00 per share, in excess of the $47.94 market value. Commencing on January 15, 2020 and continuing on the same day of each calendar year thereafter through and including January 15, 2023, the amount of 27,500 options will vest and become exercisable on each such annual vesting date. Once vested, the options may be exercised at any time up to and including January 15, 2029. |
11. The options were granted on January 16, 2020 at an exercise price of $48.00 per share, in excess of the $45.97 market value. Commencing on January 16, 2021 and continuing on the same day of each calendar year thereafter through and including January 16, 2024, the amount of 27,500 options will vest and become exercisable on each such annual vesting date. Once vested, the options may be exercised at any time up to and including January 16, 2030. |
Remarks: |
/s/ Andrew L. Graham as Attorney-in-fact for Paresh Patel | 04/05/2022 | |
** 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. |