Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Graham Andrew L.
   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)
VP/Corporate Secretary
(Last)
(First)
(Middle)
5300 W. CYPRESS STREET, SUITE 100		 3. Date of Earliest Transaction (Month/Day/Year)
05/08/2012
(Street)

TAMPA, FL 33607		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock               2,000 I By Andrew L. Graham IRA
Common Stock 05/08/2012   A   20,000 A (1) 20,000 (2) D  

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Warrants (Right to Buy) $ 9.1 (3)             07/25/2008 07/30/2013 Common Stock 500   500 I By Andrew L. Graham IRA

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Graham Andrew L.
5300 W. CYPRESS STREET
SUITE 100
TAMPA, FL 33607		       VP/Corporate Secretary  

Signatures

 /s/ Andrew L. Graham   05/10/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These shares were granted by the Company pursuant to the terms and conditions of the Restricted Stock Agreement dated 5/8/2012.
(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 10,000 shares of the Restricted Stock issued hereunder the Restrictions will lapse: (i) as to 2,000 shares, one year after the Closing Price equals or exceeds $16 per share for 20 consecutive trading days; (ii)as to 2,000 shares, one year after the Closing Price equals or exceeds $19 per share for 20 consecutive trading days; (iii)as to 2,000 shares, one year after the Closing Price equals or exceeds $22 per share for 20 consecutive trading days; (iv)as to 2,000 shares, one year after the Closing Price equals or exceeds $25 per share for 20 consecutive trading days; (v)as to 2,000 shares one year after the Closing Price equals or exceeds $28 per share for 20 consecutive trading days;
(3) In connection with the Homeowners Choice, Inc. initial public offering ("IPO"), 1,000 units were purchased on 7/25/08 at a price of $7.00 per unit, with each unit consisting of one share of common stock and one warrant. Two warrants may be exercised to acquire one share of common stock at an exercise price equal to $9.10 per share. The warrants may be exercised any time after the closing of the IPO up to five years after the July 30, 2008 IPO closing date.

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