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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* OHCP MGP III, LTD. (Last) (First) (Middle) C/O OAK HILL CAPITAL MANAGEMENT, LLC 65 EAST 55TH STREET, 32ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Hilltop Securities Holdings LLC [ SWS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/01/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/01/2015		S(5)		6,314,361	D	(5)	0	I	See footnotes(1)(3)(4)
Common Stock	01/01/2015		S(5)		207,378	D	(5)	0	I	See footnotes(2)(3)(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	$5.75	01/01/2015		S(6)			2,104,787	07/29/2011	07/29/2016	Common Stock	2,104,787	(6)	0	I	See footnotes(1)(3)(4)
Warrant (right to buy)	$5.75	01/01/2015		S(6)			69,126	07/29/2011	07/29/2016	Common Stock	69,126	(6)	0	I	See footnotes(2)(3)(4)

1. Name and Address of Reporting Person* OHCP MGP III, LTD. (Last) (First) (Middle) C/O OAK HILL CAPITAL MANAGEMENT, LLC 65 EAST 55TH STREET, 32ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Oak Hill Capital Partners III, L.P. (Last) (First) (Middle) C/O OAK HILL CAPITAL MANAGEMENT, LLC 65 EAST 55TH STREET, 32ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Oak Hill Capital Management Partners III, L.P. (Last) (First) (Middle) C/O OAK HILL CAPITAL MANAGEMENT, LLC 65 EAST 55TH STREET, 32ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OHCP GenPar III, L.P. (Last) (First) (Middle) C/O OAK HILL CAPITAL MANAGEMENT, LLC 65 EAST 55TH STREET, 32ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OHCP MGP PARTNERS III, L.P. (Last) (First) (Middle) C/O OAK HILL CAPITAL MANAGEMENT, LLC 65 EAST 55TH STREET, 32ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities were held by Oak Hill Capital Partners III, L.P.

2. These securities were held by Oak Hill Capital Management Partners III, L.P.

3. The general partner of Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. is OHCP GenPar III, L.P. The general partner of OHCP GenPar III, L.P. is OHCP MGP Partners III, L.P. The general partner of OHCP MGP Partners III, L.P. is OHCP MGP III, Ltd.

4. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are beneficial owners of any securities reported herein.

5. Each share of common stock, par value $0.10 per share (the "Common Stock"), of SWS Group, Inc. (the "Issuer") was disposed of upon consummation of the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger by and among the Issuer, Hilltop Holdings Inc. ("Hilltop") and Peruna LLC ("Peruna"), a wholly-owned subsidiary of Hilltop, dated as of March 31, 2014 (the "Merger Agreement") for the right to receive, without interest (i) 0.2496 of shares of common stock of Hilltop and (ii) an amount in cash equal to $1.94 (together, the "Merger Consideration"). The Merger was consummated on January 1, 2015 and pursuant to the Merger Agreement, the Issuer merged with and into Peruna, with Peruna continuing as the surviving entity, and the separate corporate existence of the Issuer ceased.

6. Pursuant to the terms of the Merger Agreement and that certain letter agreement, dated as of March 31, 2014, by and among the Issuer, Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P., these warrants were disposed of in consideration for the Merger Consideration the holders of the warrants would have been entitled to receive upon consummation of the Merger if the warrants had been exercised immediately prior to the Merger.

Remarks:

Exhibit 99.1 - Additional Signatures

	By: /s/ Kevin Levy; Title: Vice President	01/02/2015
	** Signature of Reporting Person	Date
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