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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

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 (MM/DD/YYYY)

5/8/2012
(Street)

TAMPA, FL 33607
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  2000   I   By Andrew L. Graham IRA  
Common Stock   5/8/2012     A    20000   A   (1) 20000   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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)   $9.10   (3)                  7/25/2008   7/30/2013   Common Stock   500     500   I   By Andrew L. Graham IRA  

Explanation of Responses:
( 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.

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 5/10/2012
** 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 control number.
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