SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Allen Richard R

(Last)

(First)

(Middle)

5300 W. CYPRESS STREET

SUITE 100

(Street)

TAMPA

33607

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Homeowners Choice, Inc. [ HCII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock								450	D⁽¹⁾
Common Stock								30,000⁽²⁾	D
Common Stock	08/13/2012		M		10,000⁽³⁾	A	$2.5	10,000	D
Common Stock	08/13/2012		F		1,183⁽³⁾	D	$21.14	8,817	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)⁽⁴⁾	$2.5							06/01/2007⁽⁵⁾	05/31/2017	Common	4,000		4,000	D
Stock Option (Right to Buy)⁽⁴⁾	$2.5	08/13/2012		M			10,000	⁽⁶⁾	05/31/2017	Common	10,000	$2.5	6,000	D

Explanation of Responses:

1. Shares are held jointly with spouse.

2. Restriced Stock Grant effective 5/8/2012: (a)10,000 shares of the Restricted Stock issued hereunder the Restrictions will lapse in annual increments of 2,000 shares beginning on the first anniversary of the Vesting Date. (b)The remaining 20,000 shares of the Restricted Stock issued hereunder the Restrictions will lapse: (i) as to 4,000 shares, one year after the Closing Price equals or exceeds $16 per share for 20 consecutive trading days; (ii)as to 4,000 shares, one year after the Closing Price equals or exceeds $19 per share for 20 consecutive trading days; (iii)as to 4,000 shares, one year after the Closing Price equals or exceeds $22 per share for 20 consecutive trading days; (iv)as to 4,000 shares, one year after the Closing Price equals or exceeds $25 per share for 20 consecutive trading days; (v)as to 4,000 shares one year after the Closing Price equals or exceeds $28 per share for 20 consecutive trading days;

3. The reporting person acquired 10,000 shares and surrendered back to the Issuer 1,183 shares, for a net exercise of 8,817.

4. The options were granted pursuant to the Homeowners Choice, Inc. 2007 Stock Option and Incentive Plan.

5. These options fully vested effective with the June 1, 2007 grant date.

6. Commencing on May 1, 2008 and continuing on the same day of each calendar year thereafter through and including May 1, 2012, 3,200 options will vest and become exercisable on each such annual vesting date.

Remarks:

	/s/ Richard R. Allen	08/16/2012
	** 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.