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: HAIRSTON JOHN M (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-20	Common Stock	M	746	—	Acquired	65489.0002	Direct
2016-11-20	Common Stock	F	242	$40.95	Disposed	65247.0002	Direct
2016-11-21	Common Stock	M	7658	—	Acquired	72905.0002	Direct
2016-11-21	Common Stock	F	2478	$40.95	Disposed	70427.0002	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-20	Restricted Stock Award	$34.11	M	746	Disposed	2019-11-20	Common Stock (746)	Direct
2016-11-21	Restricted Stock Award	$29.96	M	7658	Disposed	2016-11-21	Common Stock (7658)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	210.206	Indirect
Common Stock	210.206	Indirect
Common - 401(k)	17824.609	Indirect
Common Stock-Dividend Reinvestment Program	0.9502	Direct
Deferred Compensation Plan	13483.8609	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.