Sec Form 4 Filing - KRAMER D MICHAEL @ MIDSOUTH BANCORP INC - 2019-09-21

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
KRAMER D MICHAEL
2. Issuer Name and Ticker or Trading Symbol
MIDSOUTH BANCORP INC [ MSL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Vice Chairman of the Board
(Last) (First) (Middle)
102 VERSAILLES BLVD
3. Date of Earliest Transaction (MM/DD/YY)
09/21/2019
(Street)
LAFAYETTE, LA70501
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 09/21/2019 D 1,984 D 0 I Def Corp
Common Stock 09/21/2019 D 500 D 0 I FBO Grandchildren
Common Stock 09/21/2019 D 3,062 D 0 D
Common Stock 09/21/2019 D 2,072 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KRAMER D MICHAEL
102 VERSAILLES BLVD
LAFAYETTE, LA70501
X Vice Chairman of the Board
Signatures
/s/ Cecilia Webb, Attorney in Fact 09/24/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Allocated to the reporting person's account pursuant to the MidSouth Bancorp, Inc. Deferred Compensation Plan.
( 2 )Pursuant to the Agreement and Plan of Merger, dated April 30, 2019, by and between MidSouth Bancorp, Inc. ("MidSouth") and Hancock Whitney Corporation ("Hancock Whitney"), MidSouth merged with and into Hancock Whitney with Hancock Whitney as the surviving corporation (the "Merger"). At 12:01 a.m. on September 21, 2019, the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.10 per share, of MidSouth ("MidSouth Common Stock") issued and outstanding immediately prior to the Effective Time (except for certain cancelled shares) was converted into the right to receive, without interest, 0.2952 shares of the common stock, par value $3.33 per share, of Hancock Whitney (such shares, the "Merger Consideration").
( 3 )At the Effective Time, this award of restricted shares of MidSouth Common Stock, which provided for vesting on the first anniversary of the grant date, fully vested and was cancelled and converted into the right to receive the Merger Consideration per restricted share being so cancelled and converted.

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