TRUSTMARK CORP — Director's Dealing 2016

Jun 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRUSTMARK CORP (TRMK)
CIK: 0000036146
Period of Report: 2016-06-01

Reporting Person: Wood Chester A Jr (Executive Officer of)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-01	common stock	A	3545	—	Acquired	38270	Direct
2016-06-01	common stock	F	1148	$24.86	Disposed	37122	Direct
2016-06-01	common stock	F	749	$24.86	Disposed	36373	Direct
2016-06-01	common stock	D	2871	—	Disposed	33502	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	15447	Indirect

Footnotes

F1: Reflects pro-rata accelerated vesting of performance-based restricted stock awards granted on January 28, 2014; January 27, 2015; and January 26, 2016 under the Trustmark Corporation Amended and Restated Stock and Incentive Compensation Plan (formerly the Trustmark Corporation 2005 Stock and Incentive Compensation Plan) (the "Plan") in connection with Mr. Wood's retirement. The pro-rata vesting for each award was certified by Trustmark's Human Resources Committee.

F2: Reflects 143 shares not previously reported that were acquired through reinvestment of dividends through Trustmark's Employee & Director Stock Purchase Plan.

F3: Reflects shares withheld to satisfy withholding obligation in connection with the vesting of performance-based restricted stock granted on January 28, 2014; January 27, 2015; and January 26, 2016 under the Plan.

F4: Reflects shares withheld to satisfy withholding obligation in connection with the vesting of time-based restricted stock granted on January 28, 2014; January 27, 2015; and January 26, 2016 under the Plan.

F5: Reflects shares of time-based restricted stock forfeited in connection with Mr. Wood's retirement.