Sec Form 3 Filing - Turtle Creek Revocable Trust @ Hilltop Holdings Inc. - 2017-10-04

FORM 3 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 Turtle Creek Revocable Trust 2. Issuer Name and Ticker or Trading Symbol Hilltop Holdings Inc. [ HTH] 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) 200 CRESCENT COURT, SUITE 1350 3. Date of Earliest Transaction (MM/DD/YY) 10/04/2017 (Street) DALLAS, TX75201 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 22,563 D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) Common Stock 15,544,674 I By Diamond A Financial, LP ( 2 ) ( 3 ) ( 4 ) ( 5 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Turtle Creek Revocable Trust 200 CRESCENT COURT, SUITE 1350 DALLAS, TX75201 X Diamond HTH Stock Company, LP 200 CRESCENT COURT, SUITE 1350 DALLAS, TX75201 X Diamond HTH Stock Co GP, LLC 200 CRESCENT COURT, SUITE 1350 DALLAS, TX75201 X Signatures DIAMOND HTH STOCK COMPANY, LP By: Diamond HTH Stock Company GP, LLC Its: General Partner By: Turtle Creek Revocable Trust Its: Sole Member By: /s/ Gerald J. Ford Title: Trustee 10/06/2017 Signature of Reporting Person Date DIAMOND HTH STOCK COMPANY GP, LLC By: Turtle Creek Revocable Trust Its: Sole Member By: /s/ Gerald J. Ford Title: Trustee 10/06/2017 Signature of Reporting Person Date TURTLE CREEK REVOCABLE TRUST By: /s/ Gerald J. Ford Title: Trustee 10/06/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents securities of Hilltop Holdings Inc. (the "Issuer") owned directly by the Turtle Creek Revocable Trust, a revocable trust of Gerald J. Ford established for the benefit of the members of his family (the "Trust"). ( 2 )This Form 3 is being jointly filed in connection with an internal reorganization of Diamond A Financial, LP ("Diamond A") by and on behalf of (i) Diamond HTH Stock Company, LP ("Diamond HTH LP"), (ii) Diamond HTH Stock Company GP, LLC ("Diamond HTH LLC"), and (iii) the Trust. ( 3 )Diamond HTH LP is the substitute general partner of, and may be deemed to beneficially own certain securities owned by, Diamond A. Diamond HTH LLC is the general partner of, and may be deemed to beneficially own certain securities owned by, Diamond HTH LP. The Trust is the sole member of, and may be deemed to beneficially own certain securities owned by, Diamond HTH LLC. ( 4 )The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities. ( 5 )The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.

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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