8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THESECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 13, 2016

HANCOCK HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Mississippi (State or other jurisdiction of incorporation) 001-36872 (Commission File Number) 64-0693170 (I.R.S. Employer Identification No.)

One Hancock Plaza 2510 14th Street Gulfport, Mississippi (Address of principal executive offices) 39501 (Zip Code)

(228) 868-4000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On December 13, 2016, Hancock Holding Company (the "Company") issued a press release announcing that it has priced an underwritten public offering of 5.5 million shares of its common stock and granted the underwriters an option to purchase up to an additional 825,000 shares of its common stock. The offering will be made pursuant to a prospectus supplement filed as part of an effective shelf registration statement filed with the Securities and Exchange Commission on Form S-3. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c)Exhibits.

Exhibit Number	Description
99.1	Press Release dated December 13, 2016 announcing that it has priced an underwritten public offering of 5.5 million shares of its common stock and granted the underwriters an option to purchase up to an additional 825,000 shares of its common stock.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HANCOCK HOLDING COMPANY
December 13, 2016	By:	/s/  Michael M. Achary
		Michael M. Achary
		Chief Financial Officer

EX-99.1

Exhibit 99.1

For Immediate Release

December 13, 2016

For More Information

Trisha Voltz Carlson, SVP Investor Relations Manager

504.299.5208 or trisha.carlson@hancockwhitney.com

Hancock Holding Company Prices Public Offering of Common Stock

GULFPORT, Miss.  (December 13, 2016) — Hancock Holding Company ("Hancock")  (Nasdaq:HBHC) today announced that it has priced an underwritten registered public offering of  5.5 million shares of common stock.  The sale of the shares is expected to close December 16, 2016, subject to customary closing conditions. Hancock has granted the underwriter an option to purchase up to an additional 825,000 shares of its common stock.

Hancock expects net proceeds of this offering, before expenses, of approximately $225.8 million, or $259.6 million if the underwriters exercise their option to purchase additional shares in full.

The underwriter may offer the shares of common stock from time to time for sale in one or more transactions on the Nasdaq Global Select Market, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The offering will be made only by means of a prospectus supplement and accompanying prospectus, copies of which may be obtained from Morgan Stanley, Attention: Prospectus Department,  180 Varick Street, Second Floor, New York, NY 10014.

About Hancock Holding Company

Hancock Holding Company is a financial services company with regional business headquarters and locations across the Gulf South. The company's banking subsidiary provides comprehensive financial products and services through Hancock Bank locations in Mississippi, Alabama, and Florida and Whitney Bank locations in Louisiana and Texas, including traditional, online, and mobile banking; commercial and small business banking; private banking; trust and investment services; certain insurance services; and mortgage services. More information is available at www.hancockwhitney.com.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about companies' anticipated future financial performance. This act provides a safe harbor for such disclosure, which protects the companies from unwarranted litigation if actual results are different from management expectations. This release contains forward-looking statements which are not historical facts and reflects management's current views and estimates of future economic circumstances, industry conditions, company

performance, and financial results. These forward-looking statements are subject to a number of factors and uncertainties which could cause the Company's actual results and experience to differ from the anticipated results and expectations expressed in such forward-looking statements.

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