Hilltop Holdings Inc. — Director's Dealing 2012

Dec 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hilltop Holdings Inc. (HTH)
CIK: 0001265131
Period of Report: 2012-11-30

Reporting Person: Salmans Todd (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-30	Common Stock	A	61847	—	Acquired	61847	Direct
2012-11-30	Common Stock	A	1699	—	Acquired	1699	Indirect

Footnotes

F1: Received in exchange for 79,701 shares of PlainsCapital Corporation ("PlainsCapital") original common stock in connection with the merger of PlainsCapital with and into Meadow Corporation, a wholly owned subsidiary of Issuer ("Meadow"), pursuant to which Meadow continued as the surviving corporation and as a wholly owned subsidiary of Issuer (the "Merger"). As consideration for the Merger, each share of PlainsCapital common stock converted into the right to receive $9.00 in cash and 0.776 shares of Issuer common stock, which, on the effective date of the Merger, had a closing price of $14.29 per share.

F2: Received in connection with the Merger in exchange for 2,190 shares of PlainsCapital original common stock allocated to the account of the reporting person under the Plains Capital Corporation Employee Stock Ownership Plan.

F3: The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of these shares.