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*
White Alan B

(Last) (First) (Middle)
C/O PLAINSCAPITAL CORPORATION
2323 VICTORY AVENUE, SUITE 1400

(Street)
DALLAS TX 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)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2012
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)
Code V Amount (A) or (D) Price
Original Common Stock(1) 11/30/2012 D 435,383(2) D (1) 0 D
Original Common Stock 11/30/2012 D 12,613(3)(4) D (1) 0 I By wife
Original Common Stock 11/30/2012 D 30,678(3) D (1) 0 I By Double E Investments
Original Common Stock 11/30/2012 D 16,602(3) D (1) 0 I By EAW White Family Partnership, Ltd.
Original Common Stock 11/30/2012 D 10,368(3) D (1) 0 I By Maedgen, White and Maedgen
Original Common Stock 11/30/2012 D 2,389,122(3) D (1) 0 I By Maedgen & White, Ltd.
Original Common Stock 11/30/2012 D 46,779(5) D (1) 0 I By ESOP
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option (right to buy) $10.8806 11/30/2012 D 7,200 10/01/2005 04/01/2015 Original Common Stock 7,200 (6) 0 D
Explanation of Responses:
1. Effective November 30, 2012, pursuant to that certain Agreement and Plan of Merger, dated as of May 8, 2012, by and among Hilltop Holdings Inc. ("Hilltop"), Meadow Corporation, a wholly owned subsidiary of Hilltop ("Meadow"), and the Issuer, the Issuer merged with and into Meadow, with Meadow continuing as the surviving corporation and as a wholly owned subsidiary of Hilltop (the "Merger"). As consideration for the Merger, each share of Issuer common stock converted into the right to receive $9.00 in cash and 0.776 shares of Hilltop common stock, which, at the effective time of the Merger, had a market value of $14.29 per share (collectively, the "Per Share Merger Consideration").
2. Includes restricted stock units representing 143,762 shares and 85,715 shares of restricted stock that vested in full on November 30, 2012, the effective date of the Merger.
3. 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 was, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of these shares.
4. Includes 6,238 shares held by the reporting person's spouse pursuant to the Plains Capital Corporation Employee Stock Ownership Plan (the "ESOP") and reflects additional shares allocated to her account under the ESOP since the reporting person last filed a report on Form 4.
5. Reflects additional shares allocated to the reporting person's account under the ESOP since the reporting person last filed a report on Form 4.
6. This option, which fully vested on October 1, 2005, was cancelled in the Merger and converted into the right to receive, for each share into which the option was exercisable, the Per Share Merger Consideration less the exercise price per share of the option.
/s/ Alan B. White 12/01/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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