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: Francis Edward G (EVP & Chief Banking Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-13	Deferred Compensation Plan	A	182	$28.78	Acquired	1509.4295	Indirect
2015-11-16	Common Stock	M	1701	$28.29	Acquired	1701	Direct
2015-11-16	Common Stock	F	517	$28.29	Disposed	1184	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-13	Restricted Stock Award	$28.78	A	3466	Acquired	2020-11-13	Restricted Stock Award (3466)	Direct
2015-11-16	Restricted Stock Award	$32.09	M	1701	Disposed	2015-11-16	Common Stock (1701)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	364	Indirect
Common - 401(k)	8900.706	Indirect
Common - Individual Investment Account	2391	Direct
Common Stock-IRA	300	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.