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*
CALLICUTT THOMAS L JR
(Last) (First) (Middle)
228 ST. CHARLES AVENUE
(Street)
NEW ORLEANS LA 70130
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO/ Sr. Exec Vice President
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)
Code V Amount (A) or (D) Price
Common stock no par value 06/04/2011 D 53,690.614 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive opt $18.5777 06/04/2011 D 5,382 12/13/2001 06/12/2011 Comm stock 5,382 (2) 0 D
Nonqual opt $18.5777 06/04/2011 D 8,118 12/13/2001 06/12/2011 Comm stock 8,118 (2) 0 D
Incentive opt $22.5799 06/04/2011 D 44,218 12/12/2002 06/11/2012 Comm stock 4,428 (2) 0 D
Nonqual opt $22.5799 06/04/2011 D 12,447 12/12/2002 06/11/2012 Comm stock 12,447 (2) 0 D
Incentive opt $22.4433 06/04/2011 D 4,455 12/11/2003 06/10/2013 Comm stock 4,455 (2) 0 D
Nonqual opt $22.4433 06/04/2011 D 12,420 12/11/2003 06/10/2013 Comm stock 12,420 (2) 0 D
Incentive opt $28.86 06/04/2011 D 3,465 12/16/2004 06/15/2014 Comm stock 3,465 (2) 0 D
Nonqual opt $28.86 06/04/2011 D 13,410 12/16/2004 06/15/2014 Comm stock 13,410 (2) 0 D
Incentive opt $31.59 06/04/2011 D 3,165 12/15/2005 06/13/2015 Comm stock 3,165 (2) 0 D
Nonqual opt $31.59 06/04/2011 D 6,835 12/15/2005 06/13/2015 Comm stock 6,835 (2) 0 D
Nonqual opt $35.41 06/04/2011 D 10,000 06/28/2009 06/28/2016 Comm stock 10,000 (2) 0 D
Nonqual opt $28.76 06/04/2011 D 10,000 07/10/2010 07/10/2017 Comm stock 10,000 (2) 0 D
Nonqual opt $18.77 06/04/2011 D 11,000 06/23/2011 06/23/2018 Comm stock 11,000 (2) 0 D
Restricted stock units (3) 06/04/2011 D 12,500 (3) (3) Comm stock 12,500 (4) 0 D
Restricted stock units (3) 06/04/2011 D 13,000 (3) (3) Comm stock 13,000 (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 restricted stock units vest (become non-forfeitable) on the third anniversary of the grant date or earlier upon a change in control of the Company. Vested restricted stock units convert to shares of common stock on a 1-for-1 basis on the later of (i) within 30 days following the vesting date or (ii) the earliest permissible date such units may convert to shares of common stock as a result of the Company's receipt of financial assistance under the Department of the Treasury's Troubled Asset Relief Program.
4. The restricted stock units were assumed by Hancock in the Merger. Each restricted 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. Corporate Secretary of Whitney Holding Corp. 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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