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)
	See Remarks

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)
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⁽¹⁾	11/30/2012		D		266,142⁽²⁾	D	$11.33⁽³⁾	1,944,003	D
Original Common Stock	11/30/2012		D		1,944,003⁽⁴⁾	D	⁽¹⁾	0	D
Original Common Stock	11/30/2012		D		1,000⁽⁵⁾	D	⁽¹⁾	0	I	By wife
Original Common Stock	11/30/2012		D		1,000⁽⁶⁾	D	⁽¹⁾	0	I	By Max McDermott Trust

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. 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.

2. Represents shares forfeited pursuant to the escrow agreement entered into in connection with merger of First Southwest Holdings, Inc. ("First Southwest") into a wholly owned subsidiary of the Issuer (the "First Southwest Merger"). These shares were 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 the Issuer and First Southwest, effective as of December 31, 2008, as amended (the "First Southwest Merger Agreement"). The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person was, 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.

3. Represents the value of the forfeited shares imputed by the First Southwest Merger Agreement.

4. Includes restricted stock units representing 50,000 shares and 20,572 shares of restricted stock that vested in full on November 30, 2012, the effective date of the Merger.

5. Represents 1,000 shares held by the reporting person's wife. The reporting person disclaims beneficial ownership of such 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 was, 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 such 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 was, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of these shares.

Remarks:

CEO of First Southwest Holdings LLC

	/s/ Hill Feinberg	12/02/2012
	** 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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