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^*

Turner John M JR

(Last)

(First)

(Middle)

228 ST. CHARLES AVENUE

(Street)

NEW ORLEANS

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	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)
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		40,183	D	⁽¹⁾	0	D
Common stock no par value	06/04/2011		D		6,485.068	D	⁽¹⁾	0	D
Common stock no par value	06/04/2011		D		4,119.8521	D	⁽¹⁾	0	I	Held for the reporting person in the Company's 401(k) plan as reported by the Trustee on 3/31/2011
Common stock no par value	06/04/2011		D		800	D	⁽¹⁾	0	I	Shares of stock held for Mr. Turner's minor children.

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)
Incentive opt	$18.5777	06/04/2011		D			3,375	12/13/2001	06/12/2011	Comm stock	3,375	⁽²⁾	0	D
Incentive opt	$22.5799	06/04/2011		D			4,428	12/12/2002	06/11/2012	Comm stock	4,428	⁽²⁾	0	D
Nonqual opt	$22.5799	06/04/2011		D			3,072	12/12/2002	06/11/2012	Comm stock	3,072	⁽²⁾	0	D
Nonqual opt	$18.77	06/04/2011		D			15,000	06/23/2011	06/23/2018	Comm stock	15,000	⁽²⁾	0	D
Restricted stock unit	⁽³⁾	06/04/2011		D			17,500	⁽³⁾	⁽³⁾	Comm stock	17,500	⁽⁴⁾	0	D
Restricted stock unit	⁽³⁾	06/04/2011		D			20,000	⁽³⁾	⁽³⁾	Comm stock	20,000	⁽³⁾	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, Sr. Asst. Corporate Secretary of Whitney Holding Corporation and atty-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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