SEC Form 4 · accession 0000950103-15-000015

Hilltop Securities Holdings LLC · SWS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

W Norman Thompson

Officer — CIO

Period of report

Jan 1, 2015

Accepted (ET)

Jan 2, 2015 · 1:31 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000878520

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock $.10 Par Value^F1	Jan 1, 2015	D	37,327	—	D	8,573	D
Common Stock $.10 Par Value^F2	Jan 1, 2015	D	8,573	—	D	0	D
Common Stock $.10 Par Value^F1	Jan 1, 2015	D	11,875	—	D	0	I	401(k)

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Deferred Compensation Phantom Stock^F3	—	Jan 1, 2015	D	2,738	D	—	—	Common Stock $.10 Par Value	2,738	0	D

Explanation of responses

F1As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger by and among the Issuer, Hilltop Holdings Inc. ("Hilltop"), and Peruna LLC, dated as of March 31, 2014 (the "Merger Agreement"), pursuant to the terms of the Merger Agreement, each share of the Issuer's common stock held by the reporting person (other than any restricted share of the Issuer's common stock granted to the reporting person following the date of the Merger Agreement) that was outstanding as of immediately prior to the Effective Time was converted into the right to receive (a) 0.2496 shares of Hilltop common stock and (b) $1.94 in cash, without interest.
F2As of the Effective Time, pursuant to the terms of the Merger Agreement, each restricted share of the Issuer's common stock granted to the reporting person following the date of the Merger Agreement was converted into the right to receive 0.3465 restricted shares of Hilltop common stock. Following the Effective Time, such restricted shares will continue to vest in accordance with their original schedules and will vest (i) in full upon (x) termination of employment by the employer without "cause" or (y) a change of control event (other than the consummation of the transactions contemplated by the Merger Agreement) and (ii) on a pro-rated basis upon termination of employment due to the reporting person's death or disability.
F3As of the Effective Time, pursuant to the terms of the Merger Agreement, each deferred share of the Issuer's common stock reflected in the reporting person's account under the Issuer's deferred compensation plans was converted into 0.3328 deferred shares of Hilltop common stock. Following the Effective Time, any such deferred shares that were not vested as of the Effective Time will continue to vest in accordance with their original schedules and will vest in full on termination of employment by the employer without "cause".