S-8

As filed with the Securities and Exchange Commission on August 10, 2016

Registration No. 333-                

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RENASANT CORPORATION

(Exact name of registrant as specified in its charter)

Mississippi	64-0676974
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

209 Troy Street

Tupelo, Mississippi 38804-4827

(662) 680-1001

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

RENASANT CORPORATION 2011 LONG-TERM INCENTIVE

COMPENSATION PLAN

(Full title of the plan)

E. Robinson McGraw Renasant Corporation 209 Troy Street Tupelo, Mississippi 38804-4827 (662) 680-1001	Copy to: Jane E. Armstrong, Esq. Phelps Dunbar LLP 365 Canal St., Suite 2000 New Orleans, Louisiana 70130 (504) 584-9244
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Common Stock, $5.00 par value per share	1,000,000 shares	$32.59	$32,590,000	$3,281.81

⁽¹⁾  In the event of a stock split, stock dividend or similar transaction involving common stock of the registrant, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933.

⁽²⁾ Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of 1933 and computed on the basis of the average of the high and low sales prices per share of Renasant Corporation common stock, $5.00 par value per share, reported on the NASDAQ Global Select Market on August 5, 2016.

The Registration Statement shall become effective

upon filing in accordance with Rule 462 under the 1933 Act.

EXPLANATORY NOTE

On April 26, 2016, the shareholders of Renasant Corporation (the “Registrant”) approved the issuance of an additional 1,000,000 shares (the “Additional Shares”) of the Registrant’s common stock, $5.00 par value per share (“Common Stock”), under the Registrant’s 2011 Long-Term Incentive Compensation Plan, as amended (the “Plan”). This Registration Statement on Form S-8 is being filed for the purpose of registering the Additional Shares. The Additional Shares are in addition to the Common Stock previously registered for issuance under the Plan on Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on March 7, 2012 (Reg. No 333-179973) and on October 26, 2015 (Reg. No. 333-207620) (the “Prior Registration Statements”).

This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. As required by such instruction, the contents of the Prior Registration Statements are incorporated by reference and made part of this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number	Document Description
5	Opinion of Phelps Dunbar LLP.
23.1	Consent of Horne LLP.
23.2	Consent of Phelps Dunbar LLP (included in Exhibit 5 hereto).
24	Power of Attorney (included on the Signature Page attached hereto).
99.1	Amendment No. 1 to the Renasant Corporation 2011 Long-Term Incentive Compensation Plan*

* Previously filed as Exhibit A to the Company’s Definitive Proxy Statement, as filed with the Commission on March 17, 2016 (File No. 001-13253).

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tupelo, State of Mississippi, on this 10th day of August, 2016.

RENASANT CORPORATION
By:	/s/ E. Robinson McGraw
	E. Robinson McGraw, Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints E. Robinson McGraw and Kevin D. Chapman (each with full power to act independently of each other) as his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto, and all other documents in connection therewith and all instruments necessary, appropriate or advisable to enable Renasant Corporation to comply with the Securities Act of 1933, as amended, and other federal and state securities laws, in connection with the Renasant Corporation 2011 Long-Term Incentive Compensation Plan, as amended, and to file any such documents or instruments with the Securities and Exchange Commission, and to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ E. Robinson McGraw E. Robinson McGraw	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)	July 19, 2016
/s/ Kevin D. Chapman Kevin D. Chapman	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	July 19, 2016
/s/ William M. Beasley William M. Beasley	Director	July 19, 2016
/s/ George H. Booth, II George H. Booth, II	Director	July 19, 2016
/s/ Frank B. Brooks Frank B. Brooks	Director	July 19, 2016
/s/ Hollis C. Cheek Hollis C. Cheek	Director	July 19, 2016

/s/ John M. Creekmore John M. Creekmore	Director	July 19, 2016
/s/ Albert J. Dale, III Albert J. Dale, III	Director	July 19, 2016
/s/ Jill V. Deer Jill V. Deer	Director	July 19, 2016
/s/ Marshall H. Dickerson Marshall H. Dickerson	Director	July 19, 2016
/s/ John T. Foy John T. Foy	Director	July 19, 2016
/s/ R. Rick Hart R. Rick Hart	Executive Vice President and Director	July 19, 2016
/s/ Richard L. Heyer, Jr. Richard L. Heyer, Jr.	Director	July 19, 2016
/s/ Neal A. Holland, Jr. Neal A. Holland, Jr.	Director	July 19, 2016
/s/ J. Niles McNeel J. Niles McNeel	Director	July 19, 2016
/s/ Hugh S. Potts, Jr. Hugh S. Potts, Jr.	Director	July 19, 2016
/s/ Fred F. Sharpe Fred F. Sharpe	Director	July 19, 2016
/s/ Michael D. Shmerling Michael D. Shmerling	Director	July 19, 2016

EX-5

EXHIBIT 5

EXHIBIT 23.2

August 2, 2016

Renasant Corporation

209 Troy Street

Tupelo, Mississippi 38804-4827

Re: Renasant Corporation

Registration Statement on Form S-8

Renasant Corporation 2011 Long-Term Incentive Compensation Plan

Ladies and Gentlemen:

We have acted as counsel to Renasant Corporation (the “Company”) in connection with the preparation of the above-referenced Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”). The Registration Statement registers an aggregate of 1,000,000 shares of the Company’s $5.00 par value per share common stock (the “Common Stock”) to be issued under the Renasant Corporation 2011 Long-Term Incentive Compensation Plan (the “Plan”).

In so acting, we have examined and relied upon the original, or a photostatic or certified copy, of such records of the Company, certificates of officers of the Company and of public officials, and such other documents as we have deemed relevant and necessary as the basis for the opinion set forth below. In such examination, we have assumed the genuineness of all signatures appearing on all documents, the legal capacity of all persons signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, the accuracy and completeness of all corporate records made available to us by the Company, and the truth and accuracy of all facts set forth in all certificates provided to or examined by us.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that shares of Common Stock to be issued under the Plan have been duly authorized, and, when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

The foregoing opinions are limited to the laws of the State of Mississippi and the federal laws of the United States of America. We express no opinion as to matters governed by the laws of any other state. Furthermore, no opinion is expressed herein as to the effect of any future acts of the parties or changes in existing law. We undertake no responsibility to advise you of any changes after the date hereof in the law or the facts presently in effect that would alter the scope or substance of the opinions herein expressed.

Renasant Corporation

August 2, 2016

Page 2

This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this time; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering such matters would not rule in a manner contrary to the opinion set forth above.

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ PHELPS DUNBAR LLP

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Renasant Corporation and any related prospectus of our report dated February 29, 2016 relating to our audit of the consolidated financial statements and internal control over financial reporting of Renasant Corporation included in the Annual Report on Form 10-K for the year ended December 31, 2015.

Memphis, Tennessee

August 10, 2016