HANCOCK WHITNEY CORP — Director's Dealing 2014

Dec 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HANCOCK HOLDING CO (HBHC)
CIK: 0000750577
Period of Report: 2014-11-28

Reporting Person: HAIRSTON JOHN M (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-28	Common Stock	M	18000	—	Acquired	76739.0002	Direct
2014-11-28	Common Stock	F	17460	$33.9517	Disposed	59279.0002	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-28	Employee Incentive Stock Option (Right to Buy)	$31.20	M	18000	Disposed	2015-01-13	Common Stock (18000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	192.2942	Indirect
Common Stock	192.2942	Indirect
Common - 401(k)	10578.524	Indirect
Deferred Compensation Plan	6795.0096	Indirect

Footnotes

F1: Acquired equity shares from exercise of Incentive Stock Option.

F2: Withholding of shares for payment of tax liability.