SEC FORM 4/A

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^*

WALKER HARRY M

(Last)

(First)

(Middle)

P. O. BOX 291

(Street)

JACKSON

39205

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRUSTMARK CORP [ TRMK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/01/2017

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	02/15/2017		A		2,929⁽¹⁾	A	$0	70,654⁽³⁾⁽⁴⁾	D
common stock	02/15/2017		F		1,103⁽²⁾	D	$33.99	69,551	D
common stock	02/16/2017		A		1,493	A	$0	71,044	D
common stock	04/27/2017		S		10	D	$33.55	71,034	D
common stock	04/27/2017		S		4,362	D	$33.53	66,672	D
common stock	04/27/2017		S		3,009	D	$33.54	63,663	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)

Explanation of Responses:

1. Reflects 95.5% vesting of performance based restricted stock award granted on 1/28/14 under Trustmark Corporation's 2005 Stock & Incentive Plan. The performance period ended on 12/31/16 and vesting of the award was certified by Trustmark's Human Resource Committee on 2/15/17. The total omits 4,146 shares inadvertently included from the reporting person's previous filings.

2. Shares withheld to satisfy tax withholding obligation in connection with vesting of performance based restricted stock award.

3. Mr. Walker ceased to be an executive officer of Trustmark for purposes of Section 16 on 1/1/15 and became a member of the Board of Trustmark Corporation as of 4/15/17, thus again becoming subject to Section 16.

4. This Amendment to Form 4 is being filed solely to correct a date in footnote 3. None of the other information in this Amended Form 4 has changed from that set forth in the Form 4 as originally filed.

Remarks:

	Harry M. Walker by: Granville Tate, Jr., POA	05/01/2017
	** 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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