HANCOCK WHITNEY CORP — Director's Dealing 2017

May 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HANCOCK HOLDING CO (HBHC)
CIK: 0000750577
Period of Report: 2017-05-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-03	Common Stock	M	3117	—	Acquired	73544	Direct
2017-05-03	Common Stock	S	3117	$47.8069	Disposed	70427	Direct
2017-05-03	Common Stock	M	14344	—	Acquired	84771	Direct
2017-05-03	Common Stock	S	14344	$47.8069	Disposed	70427	Direct
2017-05-03	Common Stock	M	2598	—	Acquired	73025	Direct
2017-05-03	Common Stock	S	2598	$47.8069	Disposed	70427	Direct
2017-05-03	Common Stock	M	3337	—	Acquired	73764	Direct
2017-05-03	Common Stock	S	3337	$47.8069	Disposed	70427	Direct
2017-05-03	Common Stock	M	15345	—	Acquired	85772	Direct
2017-05-03	Common Stock	S	15345	$47.8069	Disposed	70427	Direct
2017-05-03	Common Stock	M	3162	—	Acquired	73589	Direct
2017-05-03	Common Stock	S	3162	$47.8069	Disposed	70427	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-03	Employee Incentive Stock Option (Right to Buy)	$32.09	M	3117	Disposed	2020-11-16	Common Stock (3117)	Direct
2017-05-03	Employee Incentive Stock Option (Right to Buy)	$38.48	M	14344	Disposed	2019-11-17	Common Stock (14344)	Direct
2017-05-03	Employee Incentive Stock Option (Right to Buy)	$38.48	M	2598	Disposed	2019-11-17	Common Stock (2598)	Direct
2017-05-03	Employee Incentive Stock Option (Right to Buy)	$29.96	M	3337	Disposed	2021-11-21	Common Stock (3337)	Direct
2017-05-03	Employee Incentive Stock Option (Right to Buy)	$41.56	M	15345	Disposed	2018-12-30	Common Stock (15345)	Direct
2017-05-03	Employee Incentive Stock Option (Right to Buy)	$41.56	M	3162	Disposed	2018-12-30	Common Stock (3162)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	212.482	Indirect
Common Stock	212.482	Indirect
Common Stock-Dividend Reinvestment Program	0.964	Direct
Deferred Compensation Plan	13631.4499	Indirect
Common - 401(k)	18014.655	Indirect

Footnotes

F1: Acquisition of shares from exercise of Incentive stock options

F2: Acquisition of shares from exercise of Nonqualified stock options.

F3: Balance includes shares acquired through the company's Dividend Reinvestment Program (DRP).