SEC Form 4 · accession 0001144204-15-000031
Hilltop Securities Holdings LLC · SWS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Oak Hill Capital Partners III, L.P.
10% Owner
OHCP MGP III, LTD.
10% Owner
OHCP MGP PARTNERS III, L.P.
10% Owner
OHCP GenPar III, L.P.
10% Owner
Period of report
Jan 1, 2015
Accepted (ET)
Jan 2, 2015 · 6:24 am 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 StockF5,F1,F3,F4 | Jan 1, 2015 | S$0 | 6,314,361 | — | D | 0 | I | See footnotes |
| Common StockF5,F2,F3,F4 | Jan 1, 2015 | S$0 | 207,378 | — | D | 0 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F6,F1,F3,F4 | $5.75 | Jan 1, 2015 | S | 2,104,787 | D | Jul 29, 2011 | Jul 29, 2016 | Common Stock | 2,104,787 | 0 | I |
| Warrant (right to buy)F6,F2,F3,F4 | $5.75 | Jan 1, 2015 | S | 69,126 | D | Jul 29, 2011 | Jul 29, 2016 | Common Stock | 69,126 | 0 | I |
Explanation of responses
- F1These securities were held by Oak Hill Capital Partners III, L.P.
- F2These securities were held by Oak Hill Capital Management Partners III, L.P.
- F3The general partner of Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. is OHCP GenPar III, L.P. The general partner of OHCP GenPar III, L.P. is OHCP MGP Partners III, L.P. The general partner of OHCP MGP Partners III, L.P. is OHCP MGP III, Ltd.
- F4Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are beneficial owners of any securities reported herein.
- F5Each share of common stock, par value $0.10 per share (the "Common Stock"), of SWS Group, Inc. (the "Issuer") was disposed of upon consummation of the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger by and among the Issuer, Hilltop Holdings Inc. ("Hilltop") and Peruna LLC ("Peruna"), a wholly-owned subsidiary of Hilltop, dated as of March 31, 2014 (the "Merger Agreement") for the right to receive, without interest (i) 0.2496 of shares of common stock of Hilltop and (ii) an amount in cash equal to $1.94 (together, the "Merger Consideration"). The Merger was consummated on January 1, 2015 and pursuant to the Merger Agreement, the Issuer merged with and into Peruna, with Peruna continuing as the surviving entity, and the separate corporate existence of the Issuer ceased.
- F6Pursuant to the terms of the Merger Agreement and that certain letter agreement, dated as of March 31, 2014, by and among the Issuer, Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P., these warrants were disposed of in consideration for the Merger Consideration the holders of the warrants would have been entitled to receive upon consummation of the Merger if the warrants had been exercised immediately prior to the Merger.
Remarks
Exhibit 99.1 - Additional Signatures