Hilltop Holdings Inc. — Director's Dealing 2015

Feb 26, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hilltop Holdings Inc. (HTH)
CIK: 0001265131
Period of Report: 2015-02-24

Reporting Person: Huffines James R (Director, PlainsCapital Corp. Pres & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-24	Common Stock	A	10803	—	Acquired	327420	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	47000	Indirect

Footnotes

F1: Represents restricted stock units granted to the reporting person. Such restricted stock units will vest, and an equal number of shares of common stock will be deliverable to the reporting person, upon the third anniversary of the date of grant, February 24, 2018, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement, including a "change in control" of Hilltop Holdings Inc. The shares of common stock deliverable upon conversion of such restricted stock units will be subject to restrictions on transfer until the first anniversary of the vesting date of the restricted stock units, February 24, 2019, or an earlier "change in control" of Hilltop Holdings Inc.

F2: Includes 12,028 shares held in a self-directed individual retirement account, including 951 shares that were previously reported as held in the Plains Capital Corporation Employee Stock Ownership Plan for the benefit of the reporting person.

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.