PROSPERITY BANCSHARES INC - Director's Dealing 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROSPERITY BANCSHARES INC (PRSP)
CIK: 0001068851
Period of Report: 2011-02-16

Reporting Person: HOLLAWAY DAVID (Chief Financial Officer)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-16	Common Stock	M	30000	$27.02	Acquired	141301	Direct
2011-02-16	Common Stock	S	30000	$41.3556	Disposed	111301	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2001-02-16	Employee Stock Option (right to buy)	$27.02	M	30000	Disposed	2004-10-19	Cpmmpn Stock (30000)	Direct

Security	Shares	Ownership
Common Stock	3273	Indirect
Common Stock	2029	Indirect

F1: Includes 96 shares acquired through the Prosperity Bancsahres, Inc. 401 (K) plan from last amount reported by reporting person

F2: Option became fully vested on October 19, 2009

F3: There was no price associated with the stock option grant