Sec Form 4 Filing - OHCP MGP III, LTD. @ Hilltop Securities Holdings LLC - 2015-01-01

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
OHCP MGP III, LTD.
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)
(Last) (First) (Middle)
C/O OAK HILL CAPITAL MANAGEMENT, LLC, 65 EAST 55TH STREET, 32ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2015
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 01/01/2015 S( 5 ) 6,314,361 D 0 I See footnotes ( 1 ) ( 3 ) ( 4 )
Common Stock 01/01/2015 S( 5 ) 207,378 D 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 (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 Nu mber 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 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OHCP MGP III, LTD.
C/O OAK HILL CAPITAL MANAGEMENT, LLC
65 EAST 55TH STREET, 32ND FLOOR
NEW YORK, NY10022
X
Oak Hill Capital Partners III, L.P.
C/O OAK HILL CAPITAL MANAGEMENT, LLC
65 EAST 55TH STREET, 32ND FLOOR
NEW YORK, NY10022
X
Oak Hill Capital Management Partners III, L.P.
C/O OAK HILL CAPITAL MANAGEMENT, LLC
65 EAST 55TH STREET, 32ND FLOOR
NEW YORK, NY10022
X
OHCP GenPar III, L.P.
C/O OAK HILL CAPITAL MANAGEMENT, LLC
65 EAST 55TH STREET, 32ND FLOOR
NEW YORK, NY10022
X
OHCP MGP PARTNERS III, L.P.
C/O OAK HILL CAPITAL MANAGEMENT, LLC
65 EAST 55TH STREET, 32ND FLOOR
NEW YORK, NY10022
X
Signatures
By: /s/ Kevin Levy; Title: Vice President 01/02/2015
Signature of Reporting Person Date
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

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