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^*

Abington Leonard Q

(Last)

(First)

(Middle)

102 VERSAILLES BLVD.

(Street)

LAFAYETTE

70501

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MIDSOUTH BANCORP INC [ MSL ]

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)
12/28/2012

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	12/28/2012		A		441,981	A	⁽¹⁾	441,981	D
Common Stock	02/28/2012		A		13,064	A	⁽¹⁾	13,064	I	By Family Trust 1
Common Stock	12/28/2012		A		13,064	A	⁽¹⁾	13,064	I	By Family Trust 2

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)
Series C Convertible Preferred Stock	$18	12/28/2012		A		58,421		12/28/2012	⁽²⁾	Common Stock	324,561	⁽¹⁾	58,421	D
Series C Convertible Preferred Stock	$18	12/28/2012		A		1,726		12/28/2012	⁽²⁾	Common Stock	9,588	⁽¹⁾	1,726	I	By Family Trust 1
Series C Convertible Preferred Stock	$18	12/28/2012		A		1,726		12/28/2012	⁽²⁾	Common Stock	9,588	⁽¹⁾	1,726	I	By Family Trust 2

Explanation of Responses:

1. Received in exchange for shares of PSB Financial Corporation common stock in connection with the merger of PSB into MidSouth Bancorp, Inc., effective as of December 28, 2012, pursuant to the Agreement and Plan of Merger, dated as of September 26, 2012. Pursuant to the Merger Agreement each share of PSB common stock was converted into the right to receive (i) $218.77 in cash, (ii) 10.3441 shares of MidSouth common stock, (iii) 1.3673 shares of MidSouth Series C Convertible Preferred Stock, and (iv) one contingent value right representing the right to receive a cash payment of up to $27.35, plus interest in the amount of 4.00% per annum, with the exact amount based on the resolution of certain identified PSB loans over a three-year period following the December 28, 2012.

2. The Series C Convertible Preferred Stock has no expiration date.

	Shaleen B. Pellerin, Attorney in Fact	12/31/2012
	** 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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