HANCOCK WHITNEY CORP — Director's Dealing 2016

Nov 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HANCOCK HOLDING CO (HBHC)
CIK: 0000750577
Period of Report: 2016-11-20

Reporting Person: Phillips Joy L (EVP / General Counsel, Corporate Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-20	Common Stock	M	413	—	Acquired	10932	Direct
2016-11-20	Common Stock	F	134	$40.95	Disposed	10798	Direct
2016-11-21	Common Stock	M	1811	—	Acquired	12609	Direct
2016-11-21	Common Stock	F	586	$40.95	Disposed	12023	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-20	Restricted Stock Award	$34.11	M	413	Disposed	2019-11-20	Common Stock (413)	Direct
2016-11-21	Restricted Stock Award	$29.96	M	1811	Disposed	2016-11-21	Common Stock (1811)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	336.148	Indirect
Common - Individual Investment Account	8900	Direct
Common Stock-Dividend Reinvestment Program	11.1799	Direct
Common Stock-Dividend Reinvestment Program	3798.1111	Direct
Common Stock-IRA	1000	Direct
Deferred Compensation Plan	2713.3975	Indirect

Footnotes

F1: Vesting of restricted stock awards granted 11-20-14 with a vesting schedule of 20% per year.

F2: Withholding of shares for payment of tax liability.

F3: Vesting of restricted stock awards granted 11-21-11 with a vesting schedule of 20% per year.

F4: Restricted Stock Award granted in accordance with the Company's 2014 Long Term Incentive Plan. These awards have a five year vesting schedule.

F5: Restricted Stock Award granted in accordance with the Company's 2005 Long-Term Incentive Plan. These awards have a five year vesting schedule.