SCHEDULE 13D/A: HCI Group CEO Paresh Patel's Stake Diluted to 12.06% Following Convertible Note Conversions
Beneficial Ownership Update
HCI Group, Inc. CEO Paresh Patel's beneficial ownership percentage has decreased from 14.77% to 12.06% due to the conversion of the company's 4.75% Convertible Senior Notes into common stock.
Summary
- Paresh Patel, CEO of HCI Group, Inc., filed an Amendment No. 11 to his Schedule 13D, reporting a decrease in his beneficial ownership.
- His percentage ownership of HCI Group's Common Stock decreased from 14.77% to 12.06%.
- This change was primarily caused by the Issuer's issuance of 2,187,063 shares of Common Stock resulting from conversions of the company's 4.75% Convertible Senior Notes.
- The decrease in percentage ownership did not result from any transfer of shares by Mr. Patel.
- As of the filing date, Mr. Patel beneficially owns 1,634,000 shares of Common Stock.
- This ownership includes 727,000 shares jointly held with his spouse, 69,500 shares personally owned, 210,000 Restricted Shares, 37,500 shares held via his IRA, and 590,000 shares issuable upon the exercise of vested options.
- The calculation of his 12.06% ownership is based on 12,957,150 shares of Common Stock outstanding plus his 590,000 vested options, totaling 13,547,150 shares deemed outstanding for this purpose.
Sentiment
Score: 4
Explanation: The reporting person's beneficial ownership percentage decreased due to company-level share issuance from convertible note conversions, which dilutes existing shareholder stakes. While not a direct sale by the insider, it represents a reduction in their relative ownership.
Positives
- The decrease in percentage ownership was not due to the reporting person selling shares, but rather due to company-level dilution from convertible note conversions.
Negatives
- The reporting person's beneficial ownership percentage in HCI Group, Inc. decreased significantly from 14.77% to 12.06%.
- This dilution occurred due to the issuance of 2,187,063 new shares by the company from convertible note conversions.
Risks
- Dilution of existing shareholder stakes due to the conversion of convertible senior notes.
Future Outlook
NA
Management Comments
- "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." (Signed by Paresh Patel, Chief Executive Officer)
Industry Context
This filing is specific to an individual's beneficial ownership and does not provide broader industry context or trends. It reflects a capital structure change within HCI Group, Inc. due to convertible note conversions, which is a common financing activity across various industries.
Stakeholder Impact
- Shareholders: Existing shareholders, including the reporting person, experienced dilution of their ownership percentage due to the issuance of new shares from convertible note conversions.
Key Dates
| Date | Description |
|---|---|
| 2013-05-16 | Date of Restricted Stock Award Contract between Issuer and Reporting Person (Exhibit 99.1) |
| 2016-03-02 | Date of Amendment to Restricted Stock Award Contract (Exhibit 99.2) |
| 2016-03-04 | Original Schedule 13D filing date by Paresh Patel |
| 2017-01-07 | Date of Restricted Stock Award Contract (Exhibit 99.3) and Nonqualified Stock Option Agreement (Exhibit 99.4) between Issuer and Reporting Person |
| 2018-02-08 | Date of Restricted Stock Award Contract (Exhibit 99.5) and Nonqualified Stock Option Agreement (Exhibit 99.6) between Issuer and Reporting Person |
| 2019-01-15 | Date of Restricted Stock Award Contract (Exhibit 99.7) and Nonqualified Stock Option Agreement (Exhibit 99.8) between Issuer and Reporting Person |
| 2020-01-16 | Date of Restricted Stock Award Contract (Exhibit 99.9) and Nonqualified Stock Option Agreement (Exhibit 99.10) between Issuer and Reporting Person |
| 2021-02-26 | Date of Restricted Stock Award Contract (Exhibit 99.11) between Issuer and Reporting Person |
| 2021-03-01 | Amendment No. 5 to Schedule 13D filed |
| 2022-03-29 | Amendment No. 6 to Schedule 13D filed |
| 2022-05-31 | Amendment No. 7 to Schedule 13D filed |
| 2023-02-01 | Amendment No. 8 to Schedule 13D filed |
| 2023-09-15 | Date of Nonqualified Stock Option Agreement (Exhibit 99.13) between Issuer and Reporting Person |
| 2023-12-27 | Amendment No. 9 to Schedule 13D filed |
| 2024-04-17 | Date of Restricted Stock Award Contract (Exhibit 99.14) between Issuer and Reporting Person |
| 2024-04-25 | Amendment No. 10 to Schedule 13D filed |
| 2025-01-07 | Expiration date for 110,000 vested options at $40.00 per share |
| 2025-01-15 | Expiration date for 110,000 vested options at $53.00 per share |
| 2025-01-16 | Expiration date for 110,000 vested options at $48.00 per share |
| 2025-02-08 | Expiration date for 110,000 vested options at $40.00 per share |
| 2025-06-04 | Date of event requiring filing of this statement (decrease in ownership percentage) |
| 2025-06-16 | Filing Date of Amendment No. 11 to Schedule 13D |
| 2033-09-15 | Expiration date for 150,000 vested options at $70.00 per share |
Keywords
HCI Group, Paresh Patel, Schedule 13D/A, beneficial ownership, common stock, convertible senior notes, share dilution, corporate governance, insider ownership, SEC filing
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