SEC Form 4 · accession 0001209191-19-004174
HCI Group, Inc. · HCI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paresh Patel
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Jan 15, 2019
Accepted (ET)
Jan 17, 2019 · 3:58 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001400810
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF5 | Jan 15, 2019 | A | 40,000 | — | A | 40,000 | D | |
| Common Stock | holding | — | — | — | 93,000 | D | ||
| Common stock | holding | — | — | — | 35,000 | I | IRA | |
| Common stockF1 | holding | — | — | — | 300,000 | D | ||
| Common stockF2 | holding | — | — | — | 440,000 | D | ||
| Common StockF3 | holding | — | — | — | 20,000 | D | ||
| Common StockF4 | holding | — | — | — | 40,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F6,F9 | $53.00 | Jan 15, 2019 | A | 110,000 | A | — | Jan 15, 2029 | Common | 110,000 | 110,000 | D |
| Stock Option (Right to Buy)F6,F7 | $40.00 | holding | — | — | — | — | Jan 7, 2027 | Common | 110,000 | 110,000 | D |
| Stock Option (Right to Buy)F6,F8 | $40.00 | holding | — | — | — | — | Feb 8, 2028 | Common | 110,000 | 110,000 | D |
Explanation of responses
- F1Restricted stock grant of 400,000 shares effective 5/16/2013: the Issuer cancelled effective 3/2/2016 a 100,000 share tranche of this grant that was to have vested one year after the closing price of HCI common shares equaled or exceeded $50 per share for 20 consecutive trading days. Of the award's 300,000 remaining shares, 100,000 have previously vested, 100,000 shares will vest one year after the closing price of HCI common shares equals or exceeds $65 per share for 20 consecutive trading days, and 100,000 will vest one year after the closing price of HCI common shares equals or exceeds $80 per share for 20 consecutive trading days. All shares for which restrictions have not lapsed 6 years and one day from the 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.
- F2Shares held jointly with spouse.
- F3Restricted stock grant of 40,000 shares effective January 7, 2017: Restrictions on 20,000 shares have lapsed. Restrictions on the remaining 20,000 shares will lapse in 10,000 amounts on each of January 7, 2020 and January 7, 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 award contract dated January 7, 2017.
- F4Restricted stock grant of 40,000 shares effective February 8, 2018: Restrictions on 10,000 shares will lapse on each of February 8, 2019, 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.
- F5Restricted stock grant of 40,000 shares effective January 15, 2019: Restrictions on 10,000 shares will lapse on each of January 15, 2020, 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.
- F6The options were granted pursuant to the HCI Group, Inc. 2012 Omnibus Incentive Plan.
- F7The 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.
- F8The 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.
- F9The 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.