Edgar Filing: Madhu Sanjay

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Madhu Sanjay

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

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice President

(Last)

(First)

(Middle)

5300 W. CYPRESS STREET, SUITE 100

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2012

(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)
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	10/24/2012		C		703	A	$ 9.1	2,803	I	By Self's IRA
Common Stock	10/24/2012		C		67	A	$ 9.1	267	I	By Son
Common Stock	10/24/2012		C		1,000	A	$ 9.1	4,000	I	By Spouse's IRA
Common Stock								110,000	I	By Universal Finance & Investments, LLC ⁽¹⁾
Common Stock								30,000 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Warrant (Right to Buy)

$ 9.1 ⁽³⁾

10/24/2012

660

07/30/2008

07/30/2013

Common Stock

$ 7

1,440

By Self's IRA

Stock Warrant (Right to Buy)

$ 9.1 ⁽³⁾

10/24/2012

07/30/2008

07/30/2013

Common Stock

$ 6.93

1,406

By Self's IRA

Stock Warrant (Right to Buy)

$ 9.1 ⁽³⁾

10/24/2012

1,406

07/30/2008

07/30/2013

Common Stock

703

⁽⁴⁾

By Self's IRA

Stock Warrant (Right to Buy)

$ 9.1 ⁽⁵⁾

10/24/2012

07/30/2008

07/30/2013

Common Stock

$ 6.97

134

By Son

Stock Warrant (Right to Buy)

$ 9.1 ⁽⁵⁾

10/24/2012

134

07/30/2008

07/30/2013

Common Stock

⁽⁴⁾

By Son

Stock Warrant (Right to Buy)

$ 9.1 ⁽⁶⁾

10/24/2012

1,000

07/30/2008

07/30/2013

Common Stock

$ 7

2,000

By Spouse's IRA

Stock Warrant (Right to Buy)

$ 9.1 ⁽⁶⁾

10/24/2012

2,000

07/30/2008

07/30/2013

Common Stock

1,000

⁽⁴⁾

By Spouse's IRA

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Madhu Sanjay 5300 W. CYPRESS STREET SUITE 100 TAMPA, FL 33607	X		Vice President

Signatures

/s/ Cathy J. Welch as Attorney-in-fact for Sanjay Madhu		10/29/2012
^**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)	The reporting person holds voting and investment power of the 110,000 shares held by Universal Finance & Investments, LLC.
(2)	Restriced Stock Grant effective 5/8/2012: (a)15,000 shares of the Restricted Stock issued hereunder the Restrictions will lapse in annual increments of 3,000 shares beginning on the first anniversary of the Vesting Date. (b)The remaining 15,000 shares of the Restricted Stock issued hereunder the Restrictions will lapse: (i) as to 3,000 shares, one year after the Closing Price equals or exceeds $16 per share for 20 consecutive trading days; (ii)as to 3,000 shares, one year after the Closing Price equals or exceeds $19 per share for 20 consecutive trading days; (iii)as to 3,000 shares, one year after the Closing Price equals or exceeds $22 per share for 20 consecutive trading days; (iv)as to 3,000 shares, one year after the Closing Price equals or exceeds $25 per share for 20 consecutive trading days; (v)as to 3,000 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"), 2,100 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.
(4)	Two warrants were exercised to acquire each share of common stock at an exercise price of $9.10 per common share.
(5)	In connection with the Homeowners Choice, Inc. initial public offering ("IPO"), 200 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.
(6)	In connection with the Homeowners Choice, Inc. initial public offering ("IPO"), 3,000 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.