Sec Form 4 Filing - Loper D Shane @ HANCOCK HOLDING CO - 2017-02-13

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 Loper D Shane 2. Issuer Name and Ticker or Trading Symbol HANCOCK HOLDING CO [ HBHC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) P.O. BOX 4019 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2017 (Street) GULFPORT, MS39502 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 02/13/2017 M 3,794 ( 1 ) A $ 0 18,984 D Common Stock 02/13/2017 M 3,295 ( 1 ) A $ 0 22,279 D Common Stock 02/13/2017 M 2,620 ( 1 ) A $ 0 24,899 D Common Stock 02/13/2017 M 4,638 ( 1 ) A $ 0 29,537 D Common Stock 02/13/2017 M 2,709 ( 1 ) A $ 0 32,246 D Common Stock 02/13/2017 M 614 ( 2 ) A $ 0 32,860 D Common Stock 02/13/2017 M 5,031 ( 2 ) A $ 0 37,891 D Common Stock 02/13/2017 M 3,578 ( 2 ) A $ 0 41,469 D Common Stock 02/13/2017 M 10,788 ( 2 ) A $ 0 52,257 D Common Stock 02/13/2017 M 4,062 ( 2 ) A $ 0 56,319 D Common Stock 02/13/2017 S 614 D $ 46.366 55,705 D Common Stock 02/13/2017 S 3,794 D $ 46.366 51,911 D Common Stock 02/13/2017 S 5,031 D $ 46.366 46,880 D Common Stock 02/13/2017 S 3,295 D $ 46.366 43,585 D Common Stock 02/13/2017 S 3,578 D $ 46.366 40,007 D Common Stock 02/13/2017 S 2,620 D $ 46.366 37,387 D Common Stock 02/13/2017 S 10,788 D $ 46.366 26,599 D Common Stock 02/13/2017 S 4,638 D $ 46.366 21,961 D Common Stock 02/13/2017 S 4,062 D $ 46.366 17,899 D Common Stock 02/13/2017 S 2,709 D $ 46.366 15,190 D Common Stock 184.467 I By Spouse Common - 401(k) 9,540.21 I through 401K Plan Common - Employee Stock Purchase Plan 562.661 D Common - Individual Investment Account 1,495.897 I ( 3 ) Joint with spouse Common Stock-Dividend Reinvestment Program 7,395.39 D Deferred Compensation Plan 1,874.3572 I Through deferred compensation plan

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 Employee Incentive Stock Option (Right to Buy) $ 38.88 02/13/2017 M 3,794 ( 1 ) ( 4 ) ( 4 ) Common Stock 3,794 $ 0 614 D Employee Incentive Stock Option (Right to Buy) $ 32.09 02/13/2017 M 3,295 ( 1 ) 11/16/2011 11/16/2020 Common Stock 3,295 $ 0 5,031 D Employee Incentive Stock Option (Right to Buy) $ 38.48 02/13/2017 M 2,620 ( 1 ) 11/17/2010 11/17/2019 Common Stock 2,620 $ 0 3,578 D Employee Incentive Stock Option (Right to Buy) $ 29.96 02/13/2017 M 4,638 ( 1 ) 11/21/2012 11/21/2021 Common Stock 4,638 $ 0 10,788 D Employee Incentive Stock Option (Right to Buy) $ 41.56 02/13/2017 M 2,709 ( 1 ) 12/30/2009 12/30/2018 Common Stock 2,709 $ 0 4,062 D Employee Incentive Stock Option (Right to Buy) $ 38.88 02/13/2017 M 614 ( 2 ) ( 4 ) ( 4 ) Common Stock 614 $ 0 0 D Employee Incentive Stock Option (Right to Buy) $ 32.09 02/13/2017 M 5,031 ( 2 ) 11/16/2011 11/16/2020 Common Stock 5,031 $ 0 0 D Employee Incentive Stock Option (Right to Buy) $ 38.48 02/13/2017 M 3,578 ( 2 ) 11/17/2010 11/17/2019 Common Stock 3,578 $ 0 0 D Employee Incentive Stock Option (Right to Buy) $ 29.96 02/13/2017 M 10,788 ( 2 ) 11/21/2012 11/21/2021 Common Stock 10,788 $ 0 0 D Employee Incentive Stock Option (Right to Buy) $ 41.56 02/13/2017 M 4,062 ( 2 ) 12/30/2009 12/30/2018 Common Stock 4,062 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Loper D Shane P.O. BOX 4019 GULFPORT, MS39502 Chief Operating Officer Signatures D. Shane Loper by Trisha V. Carlson (POA) 02/15/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Acquisition of shares from exercise of Incentive stock options ( 2 )Acquisition of shares from exercise of Nonqualified stock options. ( 3 )Joint Acct ( 4 )Incentive Stock Options have a five-year vesting schedule; 20% each year.

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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