8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities and Exchange Act of 1934

Date of Report (or Date of Earliest Event Reported): August 29, 2013

HCI Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Florida	001-34126	20-5961396
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

5300 West Cypress Street, Suite 100

Tampa, Florida 33607

(Address of Principal Executive Offices)

(813) 405-3600

(Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On August 29, 2013, we entered into a Restricted Stock Award Contract with Anthony Saravanos, who is a director of the company and the president of our Greenleaf Capital real estate division (See Item 8.01 Other Events below). Under the contract, Mr. Saravanos was awarded 10,000 common shares. The shares are subject to (i) forfeiture upon termination of service as an employee and (ii) restrictions on transfer. Lapse of the risk of forfeiture and the restrictions depends upon the Mr. Saravanos meeting certain performance goals relating to the acquisition of real property. The shares were granted pursuant to our 2012 Omnibus Incentive Plan.

Item 8.01 Other Events

Our board member, Anthony Saravanos, has agreed to serve as president of our Greenleaf Capital real estate division beginning August 26, 2013. He replaces Sanjay Madhu who resigned in June after serving in that position since its inception. Greenleaf Capital manages the company’s real estate holdings and operations.

Mr. Saravanos has considerable real estate experience. Since 2005, he has been vice president of The Boardwalk Company, a full-service commercial real estate company located in Palm Harbor, Florida. Since 2001, he has been managing partner of several commercial property entities with a combined total of 13 properties in Florida and New York. Mr. Saravanos is a licensed real estate broker and a Certified Commercial Investment Member (CCIM). He has received the Million Dollar Producer award from the Florida Gulfcoast Commercial Association of Realtors nine times, including Pinnacle Awards of #1 Top Producer for 2010 in the General Brokerage category and # 2 Top Producer in 2011 in the investments category.

Item 9.01 Exhibits.

Exhibit 10.52 Restricted Stock Award Contract of Anthony Saravanos

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 29, 2013.

HCI GROUP, INC.
BY:	/s/ Richard R. Allen
Name:	Richard R. Allen
Title:	Chief Financial Officer

A signed original of this Form 8-K has been provided to HCI Group, Inc. and will be retained by HCI Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-10.52

Exhibit 10.52

HCI GROUP, INC.

2012 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK AWARD CONTRACT

Anthony Saravanos

1371 Playmoor Drive

Palm Harbor, FL 34683

Dear Mr. Saravanos:

You have been granted a Restricted Stock award for shares of common stock of HCI Group Inc. (the “Company”) under the HCI Group, Inc. 2012 Omnibus Incentive Plan (the “Plan”) with the following terms and conditions. For the purposes of this contract “Restricted Shares” means Restricted Stock awarded pursuant to the Plan and this contract.

Grant Date:	August 29, 2013
Number of Shares:	10,000 Shares
Vesting Schedule:	Your Restricted Shares will be subject to a Restriction Period. The Restriction Period will lapse and the Restricted Shares will vest as follows: (i) as to 2,500 shares, one year after the Company has acquired at least $25 million of real property; (ii) as to 2,500 shares, one year after the Company has acquired at least $50 million of real property; (iii) as to 2,500 shares, one year after the Company has acquired at least $75 million of real property; and (iv) as to 2,500 shares, one year after the Company has acquired at least $100 million of real property. The foregoing dollar figures are cumulative and apply to acquisitions of real property occurring after the Grant Date. The dollar figure associated with each acquisition of real property will be at cost as recorded on the Company’s books in accordance generally accepted accounting principles. Real property means land, buildings, structures, improvements, fixtures, firmly attached and integrated equipment (such as air conditioning and handling equipment), and anything growing on the land. The costs of improving and rehabilitating a real property after acquisition will

	be excluded. Real property acquired indirectly through one or more of the Company’s subsidiary entities will be included. The Company will account fairly for real property acquired through acquisition of a controlling interest in an entity that owns real property. Notwithstanding the foregoing vesting schedule, no restrictions will lapse and no shares will become vested after August 25, 2017. You must remain continuously employed (other than as a director) by the Company during the Restriction Period. The lapse of your Restriction Period and vesting may be suspended or delayed as a result of a leave of absence. Nothing in this contract in any way obligates the Company to acquire any real property. The Company’s board of directors will have absolute discretion to authorize or reject any proposed acquisition of real property.
Escrow:	Your Restricted Stock will be held in escrow by the Company, as escrow agent. The Company will give you a receipt for the Restricted Shares held in escrow that will state that the Company holds such Restricted Shares in escrow for your account, subject to the terms of this Award, and you will give the Company a stock power for such Shares duly endorsed in blank which will be used in the event such Shares are forfeited in whole or in part. As soon as practicable after the lapse of the Restriction Period, the Restricted Stock will cease to be held in escrow, and the vested Shares will be issued in certificated or book entry form to you or, in the case of your death, to your estate. Notwithstanding the foregoing, the Company may instruct its transfer agent to evidence the Restricted Shares by electronic entry on the transfer agent’s books. In that event the Company will further instruct its transfer agent to indicate the Restriction Period (and any other restrictions it may require to ensure compliance with the Securities Act and state and other securities laws) within those book entries and, upon the lapse of the Restriction Period and provided you have has paid applicable withholding taxes the Company will instruct the transfer agent to remove those indications with respect to shares of Restricted Stock or other securities for which the Restriction Period has lapsed or been waived.
Transferability of Restricted Shares:	You may not assign, sell, transfer, pledge, encumber or otherwise alienate or hypothecate any of your Restricted Shares until they are vested. In addition, by accepting this Award, you agree not to sell any Restricted Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.

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Voting and Dividends:

During the period when the Restricted Shares are subject to forfeiture, you may exercise full voting rights and will receive all dividends and other distributions paid with respect to the Restricted Shares, in each case so long as the applicable record date occurs before you forfeit such Shares. If, however, any such dividends or distributions are paid in Shares, such Shares will be subject to the same risk of forfeiture, restrictions on transferability and other terms of this Award as are the Restricted Stock with respect to which they were paid.

Tax Withholding:

You understand that you (and not the Company) will be responsible for your own federal, state, local or foreign tax liability and any of your other tax consequences that may arise as a result of the transactions contemplated by this Award. You shall rely solely on the determinations of your tax advisors or your own determinations, and not on any statements or representations by the Company or any of its agents, with regard to all such tax matters. You may be able to alter the tax consequences of the acquisition of the Shares by filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”). Such election may be filed only within 30 days after the date of this Award. You should consult with your tax advisor to determine the tax consequences of acquiring the Shares and the advantages and disadvantages of filing the Code Section 83(b) election. You acknowledge that it is your sole responsibility, and not the Company’s, to file a timely election under Code Section 83(b), even if you request the Company or its representatives make this filing on your behalf. To the extent that the receipt of the Restricted Stock or the vesting of the Restricted Stock results in income to you for Federal, state or local income tax purposes, you shall deliver to the Company at the time the Company is obligated to withhold taxes in connection with such receipt or vesting, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from other compensation payable to you an amount sufficient to satisfy its withholding obligations. If you do not make an election under Code Section 83(b), in connection with this Award, you may satisfy the withholding requirement, in whole or in part, by electing to have the Company withhold for its own account that number of Restricted Shares otherwise deliverable to you from escrow hereunder on the date the tax is to be determined having an aggregate Fair Market Value on the date the tax is to be

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	determined equal to the minimum statutory total tax that the Company must withhold in connection with the vesting of such Shares. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the applicable vesting date. The Fair Market Value of any fractional Share not used to satisfy the withholding obligation (as determined on the date the tax is determined) will be paid to you in cash.
Miscellaneous:	•	This Restricted Stock Award may be amended only by written consent signed by you and the Company, except if the amendment is not to your detriment or as otherwise permitted by the terms of the Plan.
	•	As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this contract and the Plan shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this contract or the Plan and any determination made by the Committee pursuant to this contract or the Plan shall be final, binding and conclusive.
	•	This contract may be executed in counterparts.

This Restricted Stock Award is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized terms used and not defined in this Award can be found in the Plan.

BY SIGNING BELOW AND ACCEPTING THIS RESTRICTED STOCK AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THE PLAN AND THE PROSPECTUS DESCRIBING THE PLAN.

Paresh Patel	Anthony Saravanos
Chief Executive Officer

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