Hilltop Holdings Inc. — Director's Dealing 2021

Jan 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hilltop Holdings Inc. (HTH)
CIK: 0001265131
Period of Report: 2020-12-31

Reporting Person: FORD GERALD J (N/A)
Reporting Person: Diamond HTH Stock Co GP, LLC (N/A)
Reporting Person: Diamond HTH Stock Company, LP (N/A)
Reporting Person: Turtle Creek Revocable Trust (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-31	Common Stock	A	1972.00	$27.251	Acquired	189838.00	Direct
2020-12-31	Common Stock	G	1972.00	$0.00	Disposed	187866.00	Direct
2020-12-31	Common Stock	G	1972.00	$0.00	Acquired	68576.00	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15544674.00	Indirect

Footnotes

F1: Represents shares of common stock of Hilltop Holdings Inc. (the "Issuer"), par value $0.01 per share ("Shares"), granted to Gerald J. Ford under the Hilltop Holdings Inc. 2020 Equity Incentive Plan (the "2020 EIP"), as compensation for services rendered as a director of the Issuer in the fourth calendar quarter of 2020.

F2: Price per share calculated using the average closing price per share for the period from December 17, 2020 to December 31, 2020.

F3: This statement is jointly filed by and on behalf of each of Mr. Ford, Diamond HTH Stock Company, LP ("Diamond HTH LP"), Diamond HTH Stock Company GP, LLC ("Diamond HTH LLC"), and Turtle Creek Revocable Trust (the "Trust"). Mr. Ford, Diamond A Financial, L.P. ("Diamond A") and the Trust are the direct beneficial owners of the securities covered by this statement.

F4: Diamond HTH LP is the general partner of, and may be deemed to beneficially own certain securities owned by, Diamond A. Diamond HTH LLC is the general partner of, and may be deemed to beneficially own certain securities owned by, Diamond HTH LP. Mr. Ford is the sole member of, and may be deemed to beneficially own certain securities owned by, Diamond HTH LLC. Mr. Ford is the grantor and trustee of, and may be deemed to beneficially own certain securities owned by, the Trust.

F5: The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.

F6: The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.

F7: In connection with Mr. Ford's receipt of Shares under the 2020 EIP as compensation for services rendered as a director of the Issuer in the fourth quarter of 2020, Mr. Ford subsequently gifted these Shares to the Trust, which is a revocable trust of Mr. Ford established for the benefit of the members of his family.

F8: Represents Shares directly beneficially owned by the Trust.

F9: Represents Shares directly beneficially owned by Diamond A.