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^*

Schaffner Jerry

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	P, CEO of PlainsCapital Bank

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2011

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	11/29/2011		M		2,916	A	$6.6937	206,987⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D
Original Common Stock	02/03/2012		M		2,916	A	$6.6937	209,903⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D
Original Common Stock								43,651	I	By ESOP⁽⁵⁾
Original Common Stock								1,881	I	By wife⁽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)⁽⁷⁾	$6.6937	11/29/2011		M			2,916	08/20/2002	02/20/2012	Original Common Stock	2,916	$0	2,916	D
Employee stock option (right to buy)⁽⁷⁾	$6.6937	02/03/2012		M			2,916	08/20/2002	02/20/2012	Original Common Stock	2,916	$0	0	D

Explanation of Responses:

1. Includes 15,000 restricted stock units granted to the reporting person on April 1, 2011. 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 agreements, including a "change in control" of PlainsCapital Corporation.

2. Includes 20,000 restricted stock units granted to the reporting person on April 1, 2010. 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 agreements, including a "change in control" of PlainsCapital Corporation.

3. Includes 45,000 shares of restricted stock granted to the reporting person on December 17, 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 17, 2009, and continuing each 17th day of December until December 17, 2015. Vesting of these shares accelerates upon a "change in control," or "initial public listing" of the common stock, of PlainsCapital Corporation.

4. Includes 15,426 shares held in an individual retirement account for the benefit of the reporting person.

5. Represents shares allocated to the account of the reporting person pursuant to the Plains Capital Corporation Employee Stock Ownership Plan.

6. Represents 1,881 shares held by the reporting person's wife. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. 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 Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of these shares.

7. The previously reported exercise price of the option and the number of shares and title of the class of common stock issuable upon exercise of such option have been adjusted to reflect the three-for-one stock split, and the contemporaneous reclassification into shares of Original Common Stock, of the Issuer's common stock that occurred on August 28, 2009.

	/s/ Jerry Schaffner	02/07/2012
	** 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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