PROSPERITY BANCSHARES INC - Director's Dealing 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROSPERITY BANCSHARES INC (PB)
CIK: 0001068851
Period of Report: 2013-03-07

Reporting Person: HOLLAWAY DAVID (Chief Financial Officer)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-07	Common Stock	M	5000	$22.60	Acquired	8473	Indirect
2013-03-07	Common Stock	S	5000	$46.50	Disposed	3473	Indirect

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-07	Employee Stock Option	$22.60	M	5000	Disposed	2013-10-21	Common Stock (5000)	Indirect

Security	Shares	Ownership
Common Stock	117211	Direct
Common Stock	2161	Indirect

F1: Includes 14 shares acquired through the Prosperity Bancsahres, Inc. 401 (K) plan from last amount reported by reporting person

F2: The option began vesting on 10/21/2006 in one-fourth increments and became fully vested on 10/21/2009.

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