X0306 4 2013-05-02 0 0001265131 Hilltop Holdings Inc. HTH 0001322721 Martin John A 200 CRESCENT COURT, SUITE 1330 DALLAS TX 75201 0 1 0 0 EVP/CFO, PlainsCapital Corp. Common Stock 2013-05-02 4 A 0 25000 0 A 68071 D Common Stock 1522 I By ESOP Represents restricted shares of common stock granted to the reporting person pursuant to the Hilltop Holdings Inc. 2012 Equity Incentive Plan. These shares cliff vest on April 1, 2016. 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. Represents shares allocated to the account of the reporting person pursuant to the Plains Capital Corporation Employee Stock Ownership Plan and reflects additional shares allocated since the reporting person last filed a report on form 4. /s/ John A. Martin 2013-05-06