X0306 4 2017-02-21 0 0001265131 Hilltop Holdings Inc. HTH 0001322721 Martin John A 200 CRESCENT COURT, SUITE 1330 DALLAS TX 75201 0 1 0 0 Chief Accounting Officer Common Stock 2017-02-21 4 S 0 43071 28.3506 D 54060.058 D The reporting person's sale of common stock reported herein may be deemed to be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of 145.058 shares, with the reporting person's previously reported purchase of 145.058 shares of common stock at a price of $28.156 per share on November 25, 2016. The reporting person has agreed to voluntarily disgorge any profits deemed realized from such transactions to Hilltop Holdings Inc. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.25 to $28.50, inclusive. The reporting person undertakes to provide to Hilltop Holdings Inc., any stockholder of Hilltop Holdings Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. Includes 1,521 shares of common stock held in an individual retirement account for the benefit of the reporting person. /s/ JOHN A. MARTIN 2017-02-22