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^*

Wood Chester A Jr

(Last)

(First)

(Middle)

106 CIRENCESTER DRIVE

(Street)

RIDGELAND

39157

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRUSTMARK CORP [ TRMK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2016

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	06/01/2016		A		3,545⁽¹⁾	A	$0	38,270⁽²⁾	D
common stock	06/01/2016		F		1,148⁽³⁾	D	$24.86	37,122	D
common stock	06/01/2016		F		749⁽⁴⁾	D	$24.86	36,373	D
common stock	06/01/2016		D		2,871⁽⁵⁾	D	$0	33,502	D
common stock								15,447	I	Held by company sponsored 401(k)

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)

Explanation of Responses:

1. Reflects pro-rata accelerated vesting of performance-based restricted stock awards granted on January 28, 2014; January 27, 2015; and January 26, 2016 under the Trustmark Corporation Amended and Restated Stock and Incentive Compensation Plan (formerly the Trustmark Corporation 2005 Stock and Incentive Compensation Plan) (the "Plan") in connection with Mr. Wood's retirement. The pro-rata vesting for each award was certified by Trustmark's Human Resources Committee.

2. Reflects 143 shares not previously reported that were acquired through reinvestment of dividends through Trustmark's Employee & Director Stock Purchase Plan.

3. Reflects shares withheld to satisfy withholding obligation in connection with the vesting of performance-based restricted stock granted on January 28, 2014; January 27, 2015; and January 26, 2016 under the Plan.

4. Reflects shares withheld to satisfy withholding obligation in connection with the vesting of time-based restricted stock granted on January 28, 2014; January 27, 2015; and January 26, 2016 under the Plan.

5. Reflects shares of time-based restricted stock forfeited in connection with Mr. Wood's retirement.

Remarks:

	Chester A. Wood, Jr. by: Granville Tate, Jr. POA	06/03/2016
	** 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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