Sec Form 4 Filing - MCLEMORE JAMES R JR @ MIDSOUTH BANCORP INC - 2019-09-21

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 MCLEMORE JAMES R JR 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 X __ Officer (give title below) _____ Other (specify below) President & CEO (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 8,289 D 0 D Common Stock 09/21/2019 D 2,150 D 0 I Spouse IRA Common Stock 09/21/2019 D 4,992 D 0 I ESOP Common Stock 09/21/2019 D 8,046 D 0 D Common Stock 09/21/2019 D 2,055 D 0 D Common Stock 09/21/2019 D 13,318 D 0 D Common Stock 09/21/2019 D 10,274 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. Conversi on 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 Stock options $ 12.97 09/21/2019 D 21,280 05/23/2018 05/23/2022 Common Stock 21,280 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCLEMORE JAMES R JR 102 VERSAILLES BLVD LAFAYETTE, LA70501 X President & CEO Signatures /s/ Cecilia Webb, Attorney in Fact 09/24/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 (the "Conversion Ratio" and such shares, the "Merger Consideration") of the common stock, par value $3.33 per share, of Hancock Whitney ("Hancock Whitney Common Stock"). ( 2 )At the Effective Time, this restricted stock unit grant was deemed to have satisfied its performance-based vesting conditions at target level, prorated for the period elapsed between the beginning of the performance period and the Effective Time, cancelled and converted into the right receive the Merger Consideration per share of MidSouth Common Stock subject to the restricted stock unit being so cancelled and converted. ( 3 )At the Effective Time, this restricted stock unit grant was deemed to have satisfied its performance-based vesting conditions at target level, cancelled and converted into the right receive the Merger Consideration per share of MidSouth Common Stock subject to the restricted stock unit being so cancelled and converted. ( 4 )At the Effective Time, this award of restricted shares of MidSouth Common Stock, which provided for vesting 33% on each of the first and second anniversaries of the grant date with the remaining 34% vesting on the third anniversary of the grant date, fully vested and was cancelled and converted into the right to receive the Merger Consideration per share being so cancelled and converted. ( 5 )At the Effective Time, this option granted by MidSouth to purchase MidSouth Common Stock ("Stock Option"), that becomes exercisable in increments through up to the tenth anniversary of the grant date, was assumed on the same terms and conditions as were applicable under such Stock Option and converted into an option to purchase the number of shares of Hancock Whitney Common Stock equal to the product of the number of shares of MidSouth Common Stock subject to such option multiplied by the Conversion Ratio, at an exercise price equal to the quotient of the exercise price per share of MidSouth Common Stock subject to such option divided by the Conversion Ratio.

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).

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