Item 1. Security and Issuer.
This constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D (the “Schedule
13D”) filed by the undersigned on March 8, 2021 and relates to the shares of common stock, no par value (“Common Stock”), of HCI Group, Inc. (the “Issuer”). The address of the principal executive
offices of the Issuer is 3802 Coconut Palm Drive, Tampa, FL 33619. Capitalized terms used but not otherwise defined in this Amendment No. 1 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 4. Purpose of Transaction.
Item 4 of Amendment No. 1 is hereby amended and supplemented as follows:
On January 22, 2024, CB Snowbird Holdings, L.P., a Delaware limited partnership (“CB Snowbird”), entered into a
redemption agreement (“Redemption Agreement”) with the Issuer and TypTap Insurance Group, Inc., a Florida corporation (“TTIG”), whereby TTIG redeemed all of the 9,000,000 shares of TTIG Series A-1 Preferred Stock and 1,000,000 shares of TTIG Series A-2 Preferred Stock previously issued to CB Snowbird, collectively, for approximately $103 million (the
“Redemption”). As a result of the Redemption, CB Snowbird no longer has any equity interest in TTIG. The Redemption Agreement contained representations, warranties and mutual releases customary for this type of transaction. Pursuant
to the Redemption Agreement, the parties agreed that each of the Parent Guaranty Agreement, dated February 26, 2021, by the Issuer in favor of CB Snowbird and the TTIG Shareholders Agreement, dated February 26, 2021, by and among CB
Snowbird, the Issuer and TTIG, are terminated effective immediately.
In connection with the Redemption, the Issuer entered into an
amended and restated common stock purchase warrant with CB Snowbird, dated January 22, 2024, allowing for the issuance of 750,000 shares of Common Stock at an exercise price of $54.40 per share (the “Warrant”). The Warrant
contains substantially similar terms and conditions as the common stock purchase warrant, dated February 26, 2021, with the Issuer (the “Original Warrant”), except that the ability to exercise the Warrant for shares of Common
Stock expires as follows: 300,000 shares expire February 26, 2025; 150,000 shares expire December 31, 2026; 150,000 shares expire December 31, 2027; and the remaining 150,000 shares expire December 31, 2028. As with the Original
Warrant, the Warrant may be exercised with cash or on a “cashless” basis, at the option of CB Snowbird and is subject to customary adjustments in its exercise price and/or number of shares of Common Stock for which the Warrant is
exercisable as a result of future stock splits, stock dividends, reverse stock splits, and the like with respect to the Common Stock, and also upon certain dividends, distributions of stock purchase rights, and fundamental transactions by the
Issuer.
Also in connection with the Redemption, the Issuer entered into a registration rights agreement, dated January 22, 2024,
with CB Snowbird (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Issuer agreed, by January 31, 2024, to register the resale of the Warrant and the shares of Common Stock underlying the
Warrant upon exercise by CB Snowbird. In addition to the initial registration, the Issuer granted CB Snowbird certain demand and piggyback registration rights. Additionally, CB Snowbird agreed that, without the Issuer’s prior written consent,
neither it nor its affiliates will transfer the Warrant, any shares of Common Stock underlying the Warrant in excess of 300,000 shares of Common Stock in a single transaction (other than a brokers’ transaction) or shares of Common Stock
underlying the Warrant directly to a holder who is or, to CB Snowbird’s knowledge, after such transfer would be required to file an original or amended statement on Schedule 13D. The Registration Rights Agreement is set to terminate upon the
earliest to occur of (1) the time in which Rule 144(b)(1) under the Securities Act is available for the resale of the shares of Common Stock underlying the Warrant; (2) no holder under the Registration Rights Agreement holds registerable
securities (as defined therein); and (3) June 30, 2029; provided, however, that so long as CB Snowbird holds the Warrant, the right to registration under the Registration Rights Agreement with respect to any other registrable
securities will not terminate. The piggyback registration rights under the Registration Rights Agreement expire upon the earlier of June 26, 2025 and the term of the Registration Rights Agreement.
The above summary of the Redemption Agreement, the Warrant and the Registration Rights Agreement does not purport to be complete and is
qualified in its entirety by reference to the text of the Redemption Agreement, the Warrant and the Registration Rights Agreement, a copy of each of which was filed by the Issuer on Form S-3 on
January 22, 2024.