SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BRYAN J RANDOLPH

(Last)

(First)

(Middle)

200 WEST CONGRESS STREET

(Street)

LAFAYETTE

70501

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IBERIABANK CORP [ IBKC ]

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	02/19/2016		D		207	D	$47.73	10,716	D
COMMON STOCK	02/19/2016		M⁽¹⁾		665.1062	A	⁽²⁾	11,381	D
COMMON STOCK	02/19/2016		D⁽¹⁾		665.1062	D	$47.73	10,716	D
COMMON STOCK	02/20/2016		M⁽⁴⁾		818	A	⁽⁵⁾	11,534	D
COMMON STOCK	02/20/2016		D⁽⁴⁾		818	D	$47.73	10,716	D
COMMON STOCK	02/18/2016		A		2,224⁽⁷⁾	A	$0	12,940	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
PHANTOM STOCK	⁽²⁾	02/19/2016		M⁽³⁾			665.1062	02/19/2016	02/19/2016	COMMON STOCK	665.1062	⁽²⁾	0	D
PERFORMANCE UNITS	⁽⁵⁾	02/20/2016		M⁽⁶⁾			818	02/20/2016	02/20/2016	COMMON STOCK	818	⁽⁵⁾	0	D
STOCK OPTIONS	$47.35	02/18/2016		A		4,244⁽⁸⁾		02/18/2017	02/18/2026	COMMON STOCK	4,244	$47.35	3,710	D

Explanation of Responses:

1. SETTLEMENT OF PHANTOM STOCK.

2. EACH SHARE OF PHANTOM STOCK IS THE ECONOMIC EQUIVALENT OF ONE SHARE OF IBKC COMMON STOCK.

3. PAYMENT OF CASH IN SETTLEMENT OF PHANTOM STOCK.

4. SETTLEMENT OF PERFORMANCE UNITS. THE CASH-SETTLED PERFORMANCE UNITS WERE DISTRIBUTED TO THE REPORTING PERSON AFTER THE ACHIEVEMENT OF PRE-DETERMINED PERFORMANCE MEASURES OVER A 1-YEAR PERIOD.

5. EACH PERFORMANCE UNIT IS THE ECONOMIC EQUIVALENT OF ONE SHARE OF IBKC COMMON STOCK.

6. PAYMENT OF CASH IN SETTLEMENT OF PERFORMANCE UNITS.

7. GRANT OF RESTRICTED STOCK AWARDS VIA ISSUER'S 2010 STOCK INCENTIVE PLAN, WILL VEST EQUALLY OVER A 3-YEAR PERIOD COMMENCING WITH THE FIRST ANNIVERSARY OF THE DATE OF THE GRANT.

8. STOCK OPTIONS, AWARDED VIA ISSUER'S 2010 STOCK INCENTIVE PLAN, WILL VEST OVER A 3-YEAR PERIOD COMMENCING ON THE FIRST ANNIVERSARY OF THE DATE OF GRANT AT 33.33% PER YEAR.

	JAMES RANDOLPH BRYAN	02/22/2016
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.