0001144204-17-020007.txt : 20170411 0001144204-17-020007.hdr.sgml : 20170411 20170411153534 ACCESSION NUMBER: 0001144204-17-020007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170411 DATE AS OF CHANGE: 20170411 GROUP MEMBERS: FARNAM STREET CAPITAL, INC. GROUP MEMBERS: FS SPECIAL OPPORTUNITIES I, L.P. GROUP MEMBERS: FS SPECIAL OPPORTUNITIES II, L.P. GROUP MEMBERS: PETER O. HAEG GROUP MEMBERS: RAYMOND E. CABILLOT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HCI Group, Inc. CENTRAL INDEX KEY: 0001400810 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86705 FILM NUMBER: 17755897 BUSINESS ADDRESS: STREET 1: 5300 WEST CYPRESS STREET STREET 2: SUITE 100 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 813 849-9500 MAIL ADDRESS: STREET 1: 5300 WEST CYPRESS STREET STREET 2: SUITE 100 CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: Homeowners Choice, Inc. DATE OF NAME CHANGE: 20070524 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FARNAM STREET PARTNERS LP /MN CENTRAL INDEX KEY: 0001058465 IRS NUMBER: 411895541 STATE OF INCORPORATION: MN FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BOULEVARD STREET 2: MINNEAPOLIS CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-253-6058 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BOULEVARD STREET 2: MINNEAPOLIS CITY: MINNEAPOLIS STATE: MN ZIP: 55416 SC 13D/A 1 v464060_sc13da.htm SCHEDULE 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No.  1 )*

 

 

HCI GROUP, INC. 

 

(Name of Issuer)

 

Common Stock, no par value

 

(Title of Class of Securities)

 

40416E103

 

(CUSIP Number)

 

Farnam Street Partners, L.P.

FS Special Opportunities Fund I, L.P.

FS Special Opportunities Fund II, L.P.

3033 Excelsior Boulevard, Suite 320

Minneapolis, MN 55426

Phone: (612) 353-6707

 

With a copy to:

Martin R. Rosenbaum, Esq.

Maslon LLP

3300 Wells Fargo Center

90 South Seventh Street

Minneapolis, MN 55402-4140

Phone: (612) 672-8200

 

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

 

April 10, 2017

 

(Date of Event which Requires Filing of this Statement)

 

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   ¨. 

 

 

 

  

CUSIP No. 40416E103

  

 

1

NAME OF REPORTING PERSONS

 

Farnam Street Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 

(a) T

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO (Investment proceeds)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Minnesota

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH 

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

241,368

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

241,368

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

241,368

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.35%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN


 

 

  

CUSIP No. 40416E103

   

 

1

NAME OF REPORTING PERSONS

 

FS Special Opportunities I, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 

(a) T

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO (Investment proceeds)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Minnesota

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

126,375

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

126,375

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

126,375

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.2%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

  

 

 

  

CUSIP No. 40416E103

  

 

1

NAME OF REPORTING PERSONS

 

FS Special Opportunities II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 

(a) T

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO (Investment proceeds)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Minnesota

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

132,634

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

132,634

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

132,634

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 

 

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.3%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

  

 

 

  

CUSIP No. 40416E103

  

 

1

NAME OF REPORTING PERSONS

 

Farnam Street Capital, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 

(a) T

(b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO (Investment proceeds)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Minnesota

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH 

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

500,377

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

500,377

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

500,377

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.9%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

  

 

 

  

CUSIP No. 40416E103

  

 

1

NAME OF REPORTING PERSONS

 

Raymond E. Cabillot

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 

(a) ¨

(b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO (Investment proceeds), PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

3,000

8

SHARED VOTING POWER

 

500,377

9

SOLE DISPOSITIVE POWER

 

3,000

10

SHARED DISPOSITIVE POWER

 

500,377

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

503,377

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 

 

☐ 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.9%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

 

 

  

CUSIP No. 40416E103

  

 

1

NAME OF REPORTING PERSONS

 

Peter O. Haeg

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 

(a) ¨

(b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO (Investment proceeds)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

500,377

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

500,377

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

500,377

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.9%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

  

 

 

   

CUSIP No. 40416E103

 

Explanatory Note

 

This Final Amendment to Schedule 13D amends and supplements the statement on Schedule 13D filed on August 9, 2016 (the “Original 13D”) by the reporting persons. This Final Amendment to Schedule 13D is being filed to report that as of April 10, 2017, none of the reporting persons, individually or in the aggregate, is a beneficial owner of more than 5% of the Common Stock of HCI Group, Inc., a Florida corporation (the “Issuer” or the “Company”). Set forth below are items that are changed from the Original 13D.

  

 

Item 5.  Interests in Securities of the Issuer.

 

(a) Farnam Fund beneficially owns 241,368 shares of the outstanding Common Stock of the Issuer, representing approximately 2.35% of the Common Stock. FS I Fund beneficially owns 126,375 shares of the outstanding Common Stock of the Issuer, representing approximately 1.2% of the Common Stock. FS II Fund beneficially owns 132,634 shares of the outstanding Common Stock of the Issuer, representing approximately 1.3% of the Common Stock. Mr. Cabillot beneficially owns 3,000 shares (held in an IRA account) of the outstanding Common Stock of the Issuer, representing less than 1% of the Common Stock. (All percentages are based upon 10,282,438 shares outstanding, as reported in the Issuer's Form 10-K for the fiscal year ended December 31, 2016).

 

(b) The Funds do not share voting and dispositive power with respect to any shares. Farnam Capital may be deemed to beneficially own the aggregate of 500,377 shares of the outstanding Common Stock of the Issuer held by the Funds by virtue of its right to vote and dispositive power, representing approximately 4.9% of the Common Stock.

 

Mr. Cabillot and Mr. Haeg share voting and dispositive power of the Common Stock beneficially owned by the Funds by virtue of each entity’s and person’s relationship to the other as described in Item 2(a).

 

(c) The following sales have occurred in the past 60 days:

 

Farnam Street Partners, LP

 

Date No. of Shares Price per share*
2/10/2017 1,000 $43.83
2/13/2017 4,571 $44.5006
2/14/2017 2,000 $44.725
2/22/2017 3,000 $46.4167
3/01/2017 937 $50.01
4/10/2017 3,422 $45.4188

 

FS Special Opportunities I, L.P.

 

Date No. of Shares Price per share*
4/10/2017 4,000 $45.4188

 

FS Special Opportunities II, L.P.

 

Date No. of Shares Price per share*
4/10/2017 4,000 $45.4188

 

*Price per share may be a weighted average price. Actual purchases may have been made in smaller lots at differing prices.

 

All sales were open market sales.

 

 

 

   

Item 7. Material to be Filed as Exhibits.

  

Exhibit No. Description
   
1 Agreement to file jointly. (Incorporated herein by reference to Exhibit 1 filed with the Reporting Persons’ Schedule 13D filed on August 9, 2016.)

  

 

 

 

 

SIGNATURES

 

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.

 

Date:         April 11, 2017

  

 

FARNAM STREET PARTNERS, L.P. 

  
   

By:           FARNAM STREET CAPITAL, INC. 

  

General Partner 

  
   
By:  /s/ Raymond E. Cabillot  
Raymond E. Cabillot  
Chief Executive Officer  

 

 

FS SPECIAL OPPORTUNITIES FUND I, L.P. 

  
   
By:            FARNAM STREET CAPITAL, INC.  

General Partner 

  
   
By:  /s/ Raymond E. Cabillot  
Raymond E. Cabillot  
Chief Executive Officer  

  

 

 

 

FS SPECIAL OPPORTUNITIES FUND II, L.P.

  
   
By:            FARNAM STREET CAPITAL, INC.  

General Partner 

  
   
By:  /s/ Raymond E. Cabillot  
Raymond E. Cabillot  
Chief Executive Officer  

 

 

FARNAM STREET CAPITAL, INC. 

  
   
By:  /s/ Raymond E. Cabillot  
Raymond E. Cabillot  
Chief Executive Officer  

  

 

By:  /s/ Raymond E. Cabillot  
Raymond E. Cabillot  

 

 

By:  /s/ Peter O. Haeg  
Peter O. Haeg