X0306 4 2012-12-20 0 0001265131 Hilltop Holdings Inc. HTH 0001322721 Martin John A 200 CRESCENT COURT, SUITE 1330 DALLAS TX 75201 0 1 0 0 EVP/CFO of Plains Capital Corp Common Stock 2012-12-20 4 P 0 3900 13.70 A 43071 D Common Stock 560 I By ESOP The shares were purchased in a private transaction from another employee of PlainsCapital Corporation. 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 Exchange Act or otherwise, the beneficial owner of these shares. /s/ JOHN A. MARTIN 2012-12-20