Sec Form 4 Filing - OAK HILL CAPITAL MANAGEMENT, LLC @ Hilltop Securities Holdings LLC - 2015-01-01

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
OAK HILL CAPITAL MANAGEMENT, LLC
2. Issuer Name and Ticker or Trading Symbol
Hilltop Securities Holdings LLC [ SWS]
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)
65 EAST 55TH STREET, 32ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2015
(Street)
NEW YORK, NY10022
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 01/01/2015 S( 2 ) 19,925 D 0 D ( 1 )
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
OAK HILL CAPITAL MANAGEMENT, LL C
65 EAST 55TH STREET, 32ND FLOOR
NEW YORK, NY10022
X
OHCM Management, LLC
65 EAST 55TH STREET, 32ND FLOOR
NEW YORK, NY10022
X
Signatures
OAK HILL CAPITAL MANAGEMENT, LLC, by: OHCM Management, LLC, its managing member, by: /s/ Kevin Levy; Title: Vice President 01/02/2015
Signature of Reporting Person Date
OHCM MANAGEMENT, LLC, by: /s/ Kevin Levy; Title: Vice President 01/02/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Held by Oak Hill Capital Management, LLC ("OHCM LLC"). 5,963 shares of common stock, par value $0.10 per share (the "Common Stock"), of SWS Group, Inc. (the "Issuer") were previously reported as indirectly beneficially owned and were transferred to direct ownership in a transaction exempt under Rule 16a-13 of the Securities Exchange Act of 1934, as amended. The managing member of OHCM LLC is OHCM Management, LLC. Neither the filing of this statement nor anything herein shall be deemed an admission that OHCM Management, LLC is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. OHCM Management, LLC disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of OHCM Management, LLC in such securities.
( 2 )Each share of Common Stock was disposed of upon consummation of the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger by and among the Issuer, Hilltop Holdings Inc. ("Hilltop") and Peruna LLC ("Peruna"), a wholly-owned subsidiary of Hilltop, dated as of March 31, 2014 (the "Merger Agreement") for the right to receive, without interest (i) 0.2496 of shares of common stock of Hilltop and (ii) an amount in cash equal to $1.94. Pursuant to the Merger Agreement, the Issuer merged with and into Peruna, with Peruna continuing as the surviving entity, and the separate corporate existence of the Issuer ceased.

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