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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FORD GERALD J 200 CRESCENT COURT, SUITE 1350 DALLAS, TX 75201 |
X | X | ||
Diamond HTH Stock Company, LP 200 CRESCENT COURT, SUITE 1350 DALLAS, TX 75201 |
X | |||
Diamond HTH Stock Co GP, LLC 200 CRESCENT COURT, SUITE 1350 DALLAS, TX 75201 |
X | |||
Turtle Creek Revocable Trust 200 CRESCENT COURT, SUITE 1350 DALLAS, TX 75201 |
X |
GERALD J. FORD By: /s/ Gerald J. Ford | 07/16/2018 | |
**Signature of Reporting Person | Date | |
DIAMOND HTH STOCK COMPANY, LP By: Diamond HTH Stock Company GP, LLC Its: General Partner By: /s/ Gerald J. Ford Title: Sole Member | 07/16/2018 | |
**Signature of Reporting Person | Date | |
DIAMOND HTH STOCK COMPANY GP, LLC By: /s/ Gerald J. Ford Title: Sole Member | 07/16/2018 | |
**Signature of Reporting Person | Date | |
TURTLE CREEK REVOCABLE TRUST By: /s/ Gerald J. Ford Title: Trustee | 07/16/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents shares of common stock of Hilltop Holdings Inc. (the "Issuer"), par value $0.01 per share ("Shares"), granted to Gerald J. Ford under the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the "2012 EIP"), as compensation for services rendered as a director of the Issuer in the second calendar quarter of 2018. |
(2) | Price per Share calculated using the average closing price per Share for the period from June 18, 2018 to June 29, 2018. |
(3) | This statement is jointly filed by and on behalf of each of Mr. Ford, Diamond HTH Stock Company, LP ("Diamond HTH LP"), Diamond HTH Stock Company GP, LLC ("Diamond HTH LLC"), and Turtle Creek Revocable Trust (the "Trust"). Mr. Ford, Diamond A Financial, L.P. ("Diamond A") and the Trust are the direct beneficial owners of the securities covered by this statement. |
(4) | Diamond HTH LP is the general partner of, and may be deemed to beneficially own certain securities owned by, Diamond A. Diamond HTH LLC is the general partner of, and may be deemed to beneficially own certain securities owned by, Diamond HTH LP. Mr. Ford is the sole member of, and may be deemed to beneficially own certain securities owned by, Diamond HTH LLC. Mr. Ford is the grantor and trustee of, and may be deemed to beneficially own certain securities owned by, the Trust. |
(5) | The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities. |
(6) | The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. |
(7) | In connection with Mr. Ford's receipt of Shares under the 2012 EIP as compensation for services rendered as a director of the Issuer in the second quarter of 2018, Mr. Ford subsequently gifted these Shares to the Trust, which is a revocable trust of Mr. Ford established for the benefit of the members of his family. |
(8) | Represents Shares directly beneficially owned by the Trust. |
(9) | Represents Shares directly beneficially owned by Diamond A. |