PROSPERITY BANCSHARES INC — Director's Dealing 2012

Dec 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROSPERITY BANCSHARES INC (PB)
CIK: 0001068851
Period of Report: 2012-12-28

Reporting Person: ZALMAN DAVID (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-28	Common Stock	G	200000	—	Disposed	401742	Direct
2012-12-28	Common Stock	G	200000	—	Acquired	200000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7786	Indirect
Common Stock	7786	Indirect

Footnotes

F1: These shares are held in trust for the benefit of the reporting person's children. The reporting person's brother is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F2: Includes 141 shares acquired under the Prosperity Bancshares, Inc. dividend reinvestment plan since the last report filed by the reporting person.

F3: Includes 141 shares acquired under the Prosperity Bancshares, Inc. dividend reinvestment plan since the last report filed by the reporting person.