Sec Form 4 Filing - Hamilton Aimee T @ Cadence Bancorporation - 2021-10-29

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 Hamilton Aimee T 2. Issuer Name and Ticker or Trading Symbol Cadence Bancorporation [ CADE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Chief Risk Officer (Last) (First) (Middle) 2800 POST OAK BOULEVARD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 10/29/2021 (Street) HOUSTON, TX77056 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 Class A Common Stock, par value $0.01 per share 10/29/2021 D 5,435 D 0 D

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 Class A Common Stock, par value $0.01 per share ( 2 ) 10/29/2021 D 2,425 04/01/2022 04/01/2022 Common Stock 2,425 ( 3 ) 0 D Class A Common Stock, par value $0.01 per share $ 2,426 10/29/2021 D 2,426 04/01/2023 04/01/2023 Common Stock 2,426 ( 4 ) 0 D Class A Common Stock, par value $0.01 per share ( 2 ) 10/29/2021 D 1,905 04/01/2024 04/01/2024 Common Stock 1,905 ( 5 ) 0 D Class A Common Stock, par value $0.01 per share ( 6 ) 10/29/2021 A 2,575 03/31/2023 03/31/2023 Common Stock 2,575 ( 6 ) 2,575 D Class A Common Stock, par value $0.01 per share ( 6 ) 10/29/2021 A 2,386 03/31/2024 03/31/2024 Common Stock 2,386 ( 6 ) 4,961 D Class A Common Stock, par value $0.01 per share ( 6 ) 10/29/2021 D 2,575 03/31/2023 03/31/2023 Common Stock 2,575 ( 7 ) 2,386 D Class A Common Stock, par value $0.01 per share ( 6 ) 10/29/2021 D 2,386 03/31/2024 03/31/2024 Common Stock 2,386 ( 8 ) 0 D Class A Common Stock, par value $0.01 per share ( 9 ) 10/29/2021 A 4,737 10/29/2021 10/29/2024 Common Stock 4,737 ( 9 ) 4,737 D Class A Common Stock, par value $0.01 per share ( 9 ) 10/29/2021 D 4,737 10/29/2021 10/29/2024 Common Stock 4,737 ( 10 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hamilton Aimee T 2800 POST OAK BOULEVARD SUITE 100 HOUSTON, TX77056 EVP, Chief Risk Officer Signatures Jerry W Powell, Attorney-In-Fact for Aimee T Hamilton 11/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of in connection with this Agreement and Plan of Merger by and between BancorpSouth Bank ("BXS") and Cadence Bancorporation ("CADE"), dated April 12, 2021 and amended as of May 27, 2021 (the "Merger Agreement"), pursuant to which Cadence was merged with and into BXS, effective October 29, 2021 (the "Merger). Pursuant to the Merger, each issued and outstanding share of Cadence common stock par value $0.01 was converted into the right to receive .70 shares of BXS's common stock par value $2.50 per share (the "Exchange Ratio"). The opening price of the BXS's common stock on the NYSE on the effective date of the Merger was $29.16. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Cadence Common Stock. ( 2 )Represents time-vested restricted stock units each convertible into one share of Common stock under the Amended and Restated Cadence Bancorporation 2015 Omnibus Incentive Plan (the "Plan"). Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Cadence time-vested restricted stock unit automatically converted into a BXS time-vested restricted stock unit convertible into shares of BXS common stock based on the Exchange Ratio. Each BXS time-vested restricted stock unit is subject to the same terms and conditions (including vesting terms) as applied to the corresponding Cadence time-vested restricted stock unit immediately prior to the effective time of the Merger. ( 3 )These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 1,697 shares of BXS common stock. ( 4 )These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 1,698 shares of BXS common stock. ( 5 )These time-vested restricted stock units were replaced with BXS time-vested restricted stock units convertible into an aggregate of 1,333 shares of BXS common stock. ( 6 )Represents performance share units, each convertible into one share of Cadence common stock, under the Plan. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Cadence performance share unit automatically converted into a BXS restricted stock unit convertible into shares of BXS common stock, with the number of underlying shares of BXS common stock determined based on the Exchange Ratio and higher of target performance and actual performance. Each BXS restricted stock unit is subject to the same terms and conditions (other than performance conditions) as applied to the corresponding Cadence performance share unit immediately prior to the effective time of the Merger. ( 7 )These performance share units were replaced with BXS restricted stock units convertible into an aggregate 1,802 shares of BXS common Stock. ( 8 )These performance share units were replaced with BXS restricted stock units convertible into an aggregate 1,669 shares of BXS common stock. ( 9 )Represents the grant of time vesting retention restricted stock pursuant to the Plan. The units vest on October 29, 2024, subject to continued employment through the vesting date, and are settled in shares of Class A common stock with any fractional shares settled in cash. ( 10 )These time vested restricted stock units were replaced with BXS restricted stock units convertible into an aggregate 3,315 shares of BXS common Stock.

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