PROSPERITY BANCSHARES INC — Director's Dealing 2013

Dec 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROSPERITY BANCSHARES INC (PB)
CIK: 0001068851
Period of Report: 2013-12-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-26	Common Stock	M	70000	$27.02	Acquired	479193	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-26	Employee Stock Option	$27.02	M	70000	Disposed	2014-10-19	Common Stock (70000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	200000	Indirect
Common Stock	7920	Indirect
Common Stock	7920	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 134 shares acquired under the Prosperity Bancshares, Inc. dividend reinvestment plan since the last report filed by the reporting person.

F3: Includes 134 shares acquired under the Prosperity Bancshares, Inc. dividend reinvestment plan since the last report filed by the reporting person.

F4: The option began vesting on 10/19/2008 in annual one-fifth increments.

F5: There was no price associated with the stock option grant.