HANCOCK WHITNEY CORP — Director's Dealing 2015

Nov 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HANCOCK HOLDING CO (HBHC)
CIK: 0000750577
Period of Report: 2015-11-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-13	Deferred Compensation Plan	A	1769	$28.78	Acquired	13001.9964	Indirect
2015-11-16	Common Stock	M	4974	$28.29	Acquired	64253.0002	Direct
2015-11-16	Common Stock	F	1610	$28.29	Disposed	62643.0002	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-13	Restricted Stock Award	$28.78	A	7075	Acquired	2020-11-13	Restricted Stock Award (7075)	Direct
2015-11-16	Restricted Stock Award	$32.09	M	4974	Disposed	2015-11-16	Common Stock (4974)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	201.005	Indirect
Common Stock	201.005	Indirect
Common - 401(k)	13073.358	Indirect
Common Stock-Dividend Reinvestment Program	0.9163	Direct

Footnotes

F1: Restricted Stock Award granted in accordance with the Company's 2014 Long Term Incentive Plan. These awards vest 1/3 per year over 3 years, with a 2 year post vest hold.

F2: Restricted Stock Awards are 100% vested after five years.

F3: Withholding of shares for payment of tax liability.