X0306 4 2017-02-15 0 0001265131 Hilltop Holdings Inc. HTH 0001683821 Furr William B 200 CRESCENT COURT, SUITE 1330 DALLAS TX 75201 0 1 0 0 Chief Financial Officer Common Stock 2017-02-15 4 F 0 3018 27.98 D 39094 D Represents shares of common stock of Hilltop Holdings Inc. (the "Issuer") withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of 10,607 restricted stock units granted to the reporting person on September 6, 2016. Includes 22,540 restricted stock units that will vest, and an equal number of shares of common stock that will be deliverable to the reporting person, as follows: 8,618 units on February 15, 2018; 10,607 units on February 15, 2019; and 3,315 units on February 15, 2020, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement, including a "change in control" of the Issuer. The shares of common stock deliverable upon conversion of these restricted stock units will be subject to restrictions on transfer until the first anniversary of the applicable vesting date of the restricted stock unit or an earlier "change in control" of the Issuer. Also includes 8,965 restricted stock units that will vest, and an equal number of shares of common stock that will be deliverable to the reporting person, upon the third anniversary of the date of grant, September 6, 2019, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement, including a "change in control" of the Issuer. The shares of common stock deliverable upon conversion of the 8,965 restricted stock units will be subject to restrictions on transfer until the first anniversary of the vesting date of the restricted stock units, September 6, 2020, or an earlier "change in control" of the Issuer. /s/ WILLIAM B. FURR 2017-02-17