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^*

Kendricks Samuel B

(Last)

(First)

(Middle)

P.O. BOX 4019

(Street)

GULFPORT

39502

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HANCOCK HOLDING CO [ HBHC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2017

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	02/21/2017		M		1,785⁽¹⁾	A	$0	4,413	D
Common Stock	02/21/2017		S		1,785	D	$47.1531	2,628	D
Common Stock	02/21/2017		M		1,175⁽²⁾	A	$0	3,803	D
Common Stock	02/21/2017		S		1,175	D	$47.1531	2,628	D
Common Stock	02/21/2017		M		4,710⁽²⁾	A	$0	7,338	D
Common Stock	02/21/2017		S		4,710	D	$47.1531	2,628	D
Common Stock	02/21/2017		M		3,444⁽²⁾	A	$0	6,072	D
Common Stock	02/21/2017		S		3,444	D	$47.1531	2,628	D
Common Stock	02/21/2017		M		6,471⁽²⁾	A	$0	9,099	D
Common Stock	02/21/2017		S		6,471	D	$47.1531	2,628	D
Common Stock	02/21/2017		M		1,542⁽²⁾	A	$0	4,170	D
Common Stock	02/21/2017		S		1,542	D	$47.1531	2,628	D
Common - 401(k)								5,459.36	I	through 401K Plan
Common - Employee Stock Purchase Plan								1,567.361	D
Common - Individual Investment Account								1,000	D
Common Stock-IRA								3,742	D
Deferred Compensation Plan								195.5812	I	Through Deferred Compensation Plan

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)
Employee Incentive Stock Option (Right to Buy)	$29.96	02/21/2017		M			1,785	11/21/2012	11/21/2021	Common Stock	1,785	$0	6,471	D
Employee Incentive Stock Option (Right to Buy)	$38.88⁽³⁾	02/21/2017		M			1,175	11/13/2008	11/13/2017	Common Stock	1,175	$0	0	D
Employee Incentive Stock Option (Right to Buy)	$32.09	02/21/2017		M			4,710	11/16/2011	11/16/2020	Common Stock	4,710	$0	0	D
Employee Incentive Stock Option (Right to Buy)	$38.48⁽³⁾	02/21/2017		M			3,444	11/17/2010	11/17/2019	Common Stock	3,444	$0	0	D
Employee Incentive Stock Option (Right to Buy)	$29.96	02/21/2017		M			6,471	11/21/2012	11/21/2021	Common Stock	6,471	$0	0	D
Employee Incentive Stock Option (Right to Buy)	$41.56⁽³⁾	02/21/2017		M			1,542	12/30/2009	12/30/2018	Common Stock	1,542	$0	0	D

Explanation of Responses:

1. Acquisition of shares from exercise of Nonqualified stock options.

2. Acquisition of shares from exercise of Incentive stock options

3. 20% per year vesting over 5 years

	Samuel B. Kendricks by Trisha V. Carlson (POA)	02/23/2017
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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