Sec Form 4 Filing - Phillips Joy L @ HANCOCK HOLDING CO - 2015-11-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Phillips Joy L
2. Issuer Name and Ticker or Trading Symbol
HANCOCK HOLDING CO [ HBHC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) X __ Other (specify below)
EVP / General Counsel/Corporate Secretary
(Last) (First) (Middle)
P.O. BOX 4019
3. Date of Earliest Transaction (MM/DD/YY)
11/20/2015
(Street)
GULFPORT, MS39502
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/20/2015 M( 1 ) 414 A $ 28.73 9,967 D
Common Stock 336.148 I Spouse
Common - Individual Investment Account 8,900 D
Common Stock-Dividend Reinvestment Program 2,960.5562 D
Common Stock-IRA 1,000 D
Deferred Compensation Plan 2,616.4311 I Through deferred compensation plan
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Award ( 2 ) $ 34.11 11/20/2015 M( 1 ) 414 11/20/2019 11/20/2019 Common Stock 414 $ 0 1,652 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Phillips Joy L
P.O. BOX 4019
GULFPORT, MS39502
EVP / General Counsel Corporate Secretary
Signatures
Joy L. Phillips by Trisha V. Carlson (POA) 11/23/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Vesting of restricted stock awards granted 11-20-14 with a vesting schedule of 20% per year.
( 2 )Restricted Stock Award granted in accordance with the Company's 2014 Long Term Incentive Plan. These awards have a five year vesting schedule.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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