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^*

STALLINGS ROBERT W

(Last)

(First)

(Middle)

2000 MCKINNEY AVENUE

SUITE 700

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TEXAS CAPITAL BANCSHARES INC/TX [ TCBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2010

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)
Restricted Stock Units (Common Stock)	05/18/2010		A		1,000	A	⁽¹⁾	1,000⁽²⁾	D
Restricted Stock Units (Common Stock)								1,000⁽³⁾	D
Restricted Stock Units (Common Stock)								800⁽⁴⁾	D
Restricted Stock Units (Common Stock)								300⁽⁵⁾	D
Restricted Stock Units (Common Stock)								100⁽⁶⁾	D
Common Stock								700	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)
Stock Appreciation Rights⁽⁷⁾	$18.52	05/18/2010		A		3,000		⁽⁸⁾	05/18/2020	Common Stock	3,000	$0	3,000	D
Stock Appreciation Rights⁽⁷⁾	$14.17							⁽⁹⁾	05/19/2019	Common Stock	3,000		3,000	D
Stock Appreciation Rights⁽⁷⁾	$18.67							⁽¹⁰⁾	05/19/2018	Common Stock	3,000		3,000	D
Stock Appreciation Rights⁽⁷⁾	$22.47							⁽¹¹⁾	07/23/2017	Common Stock	2,000		2,000	D
Stock Appreciation Rights⁽⁷⁾	$23							⁽¹²⁾	05/16/2016	Common Stock	2,000		2,000	D

Explanation of Responses:

1. The restricted stock units were granted to the non-employee director as an award grant under the Company's 2005 Long-Term Incentive Plan for service as a director of the Company. Each restricted stock unit represents a contingent right to receive one share of TCBI common stock.

2. The restricted stock units vest in five equal annual installments beginning May 18, 2011. Vested shares will be delivered to the reporting person no later than 2 1/2 months following the close of the calendar year in which the restricted stock units vested.

3. The restricted stock units vest in five equal annual installments beginning May 19, 2010. Vested shares will be delivered to the reporting person no later than 2 1/2 months following the close of the calendar year in which the restricted stock units vested.

4. The restricted stock units vest in five equal annual installments beginning May 19, 2009. Vested shares will be delivered to the reporting person no later than 2 1/2 months following the close of the calendar year in which the restricted stock units vested.

5. The restricted stock units vest in five equal annual installments beginning July 23, 2008. Vested shares will be delivered to the reporting person no later than 2 1/2 months following the close of the calendar year in which the restricted stock units vested.

6. The restricted stock units vest in five equal annual installments beginning May 16, 2007. Vested shares will be delivered to the reporting person no later than 2 1/2 months following the close of the calendar year in which the restricted stock units vested.

7. The stock appreciation rights were granted to the non-employee director as an award grant under the Company's 2005 Long-Term Incentive Plan for service as a director of the Company.

8. The stock appreciation rights vest in five equal annual installments beginning May 18, 2011.

9. The stock appreciation rights vest in five equal annual installments beginning May 19, 2010.

10. The stock appreciation rights vest in five equal annual installments beginning May 18, 2009.

11. The stock appreciation rights vest in five equal annual installments beginning July 23, 2008.

12. The stock appreciation rights vest in five equal annual installments beginning May 16, 2007.

	/s/ Robert W. Stallings	05/18/2010
	** 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).
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