SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LIPPMAN ALFRED S

(Last)

(First)

(Middle)

1025 VICTOR II BOULEVARD

INGLEWOOD MALL

(Street)

MORGAN CITY

70380

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WHITNEY HOLDING CORP [ WTNY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock no par value	06/04/2011		D		60,233	D	⁽¹⁾	0	D
Common stock no par value	06/04/2011		D		52,378	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
stock options	$20.7444	06/04/2011		D			2,250	01/01/2002	06/30/2011	Comm stock	2,250	⁽²⁾	0	D
stock options	$20.5233	06/04/2011		D			4,500	06/30/2002	06/29/2012	Comm stock	4,500	⁽²⁾	0	D
stock options	$21.3233	06/04/2011		D			4,500	06/30/2003	06/28/2013	Comm stock	4,500	⁽²⁾	0	D
stock options	$29.8333	06/04/2011		D			4,500	06/30/2004	06/30/2014	Comm stock	4,500	⁽²⁾	0	D
stock options	$32.615	06/07/2011		D			4,500	06/30/2005	06/29/2015	Comm stock	4,500	⁽²⁾	0	D
stock options	$35.37	06/04/2011		D			4,500	06/30/2006	06/29/2016	Comm stock	4,500	⁽²⁾	0	D
stock options	$30.1	06/04/2011		D			4,500	06/30/2007	06/30/2017	Comm stock	4,500	⁽²⁾	0	D
stock options	$18.3	06/04/2011		D			4,500	06/30/2008	06/30/2018	Comm stock	4,500	⁽²⁾	0	D
Phantom stock units	$0	06/04/2011		D			5,445.138	⁽³⁾	⁽³⁾	Comm stock	5,445.138	⁽⁴⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between the Company and Hancock Holding Company ("Hancock"). For each share of Company common stock, the reporting person received .418 of a share of Hancock common stock having a market value of $32.04 per share on the effective date of the merger.

2. The stock options were assumed by Hancock in the merger. Each stock option was converted into the right to purchase .418 of a share of Hancock common stock, with a corresponding adjustment to the exercise price.

3. The phantom stock units accrued under the Company's Directors' Compensation Plan and convert on a 1-for-1 basis into shares of Company common stock upon the reporting person's pre-determined payment date after retirement or earlier upon a change in control of the Company.

4. The phantom stock units were assumed by Hancock in the merger. Each phantom stock unit was converted into the right to receive .418 of a share of Hancock common stock payable within 60 days following the merger.

Remarks:

	Patricia K. Loupe, Asst. Corp. Secretary of Whitney Holding Corporation and attorney-in-fact	06/07/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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