SEC Form SC 13D/A filed by HCI Group Inc. (Amendment)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Explanatory Note

The following constitutes Amendment No. 10 (“Amendment No. 10”) to the Schedule 13D filed by the undersigned on March 4, 2016, as amended by Amendment No. 1 thereto filed March 1, 2018, Amendment No. 2 filed February 8, 2019, Amendment No. 3 filed June 7, 2019, Amendment No. 4 filed December 13, 2019, Amendment No. 5 filed March 1, 2021, Amendment No. 6 filed March 29, 2022, Amendment No. 7 filed May 31, 2022, Amendment No. 8 filed February 1, 2023, and Amendment No. 9 filed December 27, 2023. Capitalized terms used but not otherwise defined in this Amendment No. 10 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 3. Source and Amount of Funds or Other Consideration.

Item 3 of this Schedule 13D is hereby amended to add the following information:

This Amendment No. 10 is being filed to report that, as of the date of the filing of this Schedule 13D/A (the “Filing Date”), the Reporting Person’s beneficially owned holdings of the Issuer’s Common Stock class of securities increased from 1,432,500 shares to 1,634,000 shares. The change resulted from open market purchases of 1,500 shares by the Reporting Person between April 9 and April 11, 2024 and the grant by the Issuer to the Reporting Person of an award on April 17, 2024 of 200,000 shares of restricted stock.

Item 5. Interest in Securities of the Issuer.

Item 5 of this Schedule 13D is hereby amended and restated as follows:

The ownership percentage set forth herein as of the Filing Date is based on 10,476,413 shares of Common Stock outstanding as of the Filing Date plus 590,000 shares of Common Stock representing the Reporting Person’s vested options to purchase 110,000 shares of Common Stock at an exercise price of $40.00 per share, expiring January 7, 2027; vested options to purchase 110,000 shares of Common Stock at an exercise price of $40.00 per share, expiring February 8, 2028; vested options to purchase 110,000 shares of Common Stock at an exercise price of $53.00 per share, expiring January 15, 2029; vested options to purchase 110,000 shares of Common Stock at an exercise price of $48.00 per share, expiring January 16, 2030 and vested options to purchase 150,000 shares of Common Stock at an exercise price of $70 per share, expiring September 15, 2033, representing a total of 11,066,413 shares of Common Stock deemed outstanding for purposes of calculating the Reporting Person’s ownership percentage as of the Filing Date.

(a) As of the Filing Date, the Reporting Person directly owned (jointly with spouse) 727,000 shares of Common Stock, directly owned (personally) 69,500 shares of Common Stock, and directly owned 210,000 Restricted Shares (all of which the Reporting Person may vote and receive dividends and other distributions but may not assign, sell, transfer, pledge, encumber or otherwise alienate or hypothecate). The Reporting Person indirectly owned (via his IRA) 37,500 shares of Common Stock. The Reporting Person beneficially owns 590,000 shares of Common Stock issuable upon exercise of vested options. The Common Stock beneficially owned by the Reporting Person represented 14.77% of the total number of shares of Common Stock outstanding as of the Filing Date.

(b) The Reporting Person has and will continue to have the sole power vote 834,000 shares of Common Stock (727,000 of which are jointly held with spouse), 210,000 Restricted Shares, and 590,000shares of Common Stock if and when the Reporting Person exercises the vested options. The Reporting Person has the sole power to dispose of 834,000 shares of Common Stock and 590,000 shares of Common Stock if and when the Reporting Person exercises the vested options. The Reporting Person, upon the vesting of all 210,000 Restricted Shares, will have the sole power to dispose of such 210,000 Restricted Shares, in addition to the Common Stock held directly by him and the shares issuable upon exercise of the vested options as set forth immediately above.

(c) Transaction in the Issuer’s Common Stock effected within 60 days prior to the date of the filing of this Amendment 9 by the Reporting Person:

- Description: open market purchases

- Transaction Dates: April 9, 2024 and April 11, 2024

- Quantity of securities: 1,000 and 500 shares of the Issuer’s Common Stock, respectively

- Price per share: $114.90 and $111.00, respectively

(d) Other than the Reporting Person, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Person’s shares of Common Stock, shares of Common Stock issuable to the Reporting Person upon exercise of the options or Restricted Shares; provided, however, that the Reporting Person may not assign, sell, transfer, pledge, encumber or otherwise alienate or hypothecate any of his 210,000 Restricted Shares until they are vested.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of this Schedule 13D is hereby amended to add the following information:

The summary of the Nonqualified Stock Option Agreements, as set forth in Item 3, is incorporated herein by reference. The foregoing summary of these agreements is generalized, does not purport to be complete and, as such, is qualified in its entirety by the Nonqualified Stock Option Agreements set forth in Exhibits 99.4, 99.6, 99.8, 99.10, and 99.13 below and incorporated into this Item 6 by reference.

Other than as may be described in the Schedule 13D filed on March 4, 2016, the Schedule 13D/A filed on March 1, 2018, the Schedule 13D/A filed on February 8, 2019, the Schedule 13D/A filed on June 7, 2019, the Schedule 13D/A filed on December 13, 2020, the Schedule 13D/A filed on March 1, 2021, the Schedule 13D/A filed on March 29, 2022, the Schedule 13D/A filed on May 31, 2022, the Schedule 13D/A filed on February 1, 2023, and the Schedule 13D/A filed on December 27, 2023, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any person with respect to any securities of the Issuer, including, but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Item 7 of this Schedule 13D is hereby amended and restated as follows:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.