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 * Madhu Sanjay   2. Issuer Name and Ticker or Trading Symbol Homeowners Choice, Inc. [HCI] 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) 05/16/2013 (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               2,803 I By Self's IRA Common Stock               267 I By Son Common Stock               90,000 I By Universal Finance & Investments, LLC (1) Common Stock               27,000 (2) D   Common Stock               2,106 D   Common Stock 05/16/2013   A   24,000 (3) A (3) 24,000 (3) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	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		05/20/2013
**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 all shares held by Universal Finance & Investments, LLC.
(2)	Restricted stock grant of 30,000 shares effective 5/8/2012: 15,000 shares of the restricted stock will lapse in annual increments of 3,000 shares beginning on the first anniversary of the vesting date. With respect to the remaining 15,000 restricted shares, the restriction period will lapse and 3,000 restricted shares will vest one year after the market price of HCI common shares equals or exceeds the target price in each case for 20 consecutive trading days. The target prices set for this grant are $16, $19, $22, $25 and $28.
(3)	Restricted stock grant of 24,000 shares effective 5/16/2013: Restrictions will lapse: (i) as to 6,000 shares, one year after the closing price of HCI common shares equals or exceeds $35 per share for 20 consecutive trading days; (ii) as to 6,000 shares, one year after the closing price of HCI common shares equals or exceeds $50 per share for 20 consecutive trading days; (iii) as to 6,000 shares, one year after the closing price of HCI common shares equals or exceeds $65 per share for 20 consecutive trading days; (iv) as to 6,000 shares, one year after the closing price of HCI common shares equals or exceeds $80 per share for 20 consecutive trading days. All shares of which restrictions have not lapsed 6 years and one day from grant date will be forfeited. These shares were granted by the company pursuant to the company's 2012 Omnibus Incentive Plan and under the terms and conditions of a restricted stock agreement dated 5/16/2013.

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