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^*

Feinberg Hill A

(Last)

(First)

(Middle)

C/O PLAINSCAPITAL CORPORATION

2323 VICTORY AVENUE, SUITE 1400

(Street)

DALLAS

75219

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PLAINSCAPITAL CORP [ NONE ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO First Southwest Holdings

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2011

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)
Original Common Stock	08/23/2011		M		56,508	A	$4.9133	2,190,145⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D
Original Common Stock								1,000	I	By wife⁽⁵⁾
Original Common Stock								1,000	I	By Max McDermott Trust⁽⁶⁾

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)
Employee Stock Option (right to buy)	$4.9133	08/23/2011		M			56,508	12/31/2008	10/31/2011	Original Common Stock	56,508	$0	0	D

Explanation of Responses:

1. Includes 20,000 restricted stock units granted to the reporting person on April 1, 2011. Subject to the Emergency Economic Stabilization Act of 2008, as it has been or may hereafter be amended (the "EESA"), and the rules and regulations promulgated thereunder, such restricted stock units will vest, and an equal number of shares of Original Common Stock will be deliverable to the reporting person, upon the fifth anniversary of the date of grant, April 1, 2016, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement, including a "change in control" of PlainsCapital Corporation.

2. Includes 10,000 restricted stock units granted to the reporting person on April 1, 2010. Subject to the EESA and the rules and regulations promulgated thereunder, such restricted stock units will vest, and an equal number of shares of Original Common Stock will be deliverable to the reporting person, upon the fifth anniversary of the date of grant, April 1, 2015, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement, including a "change in control" of PlainsCapital Corporation.

3. Includes 36,000 shares of restricted stock granted to the reporting person on December 31, 2008. These shares vested or will vest in equal installments, rounded down to the nearest whole number to avoid the issuance of any fractional shares, over a seven-year period, beginning with the first anniversary of the date of grant, December 31, 2009, and continuing each 31st day of December until December 31, 2015. Vesting of these shares accelerates in full upon a "change in control," or "initial public listing" of the common stock, of PlainsCapital Corporation.

4. Includes 532,284 shares that are currently held in escrow by U.S. Bank National Association for the benefit of the reporting person subject to the earnout provisions of the Agreement and Plan of Merger between PlainsCapital Corporation (f/k/a Plains Capital Corporation) and First Southwest Holdings, Inc., effective as of December 31, 2008 (the "Merger Agreement"). The reporting person may not receive these shares until January 31, 2013, and the number of shares that he will receive, if any, is subject to reduction in accordance with the terms of the Merger Agreement. The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of these shares. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

5. Represents 1,000 shares held by the reporting person's wife. The reporting person disclaims beneficial ownership of these shares, and the reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of these shares.

6. Represents 1,000 shares held in trust for the benefit of the reporting person's stepson. The reporting person's wife is the trustee of the trust, and the reporting person may therefore be deemed to beneficially own the shares held by the trust. The reporting person disclaims beneficial ownership of these shares, and the reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of these shares.

	/s/ Hill A. Feinberg	08/23/2011
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.