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 the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 16, 2012

HANCOCK HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Mississippi	0-13089	64-0693170
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
One Hancock Plaza 2510 14th Street Gulfport, Mississippi		39501
(Address of principal executive offices)		(Zip Code)

(228) 868-4000

(Registrant’s telephone number, including area code:)

Not Applicable

(Former name or former address, if changed since last report)

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 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

Hancock Holding Company (the “Company”) intends to merge the Whitney Bank Savings Plus Plan with and into the Hancock Bank 401(k) Savings and Investment Plan (collectively, the “Plans”). As a result of this merger, participants in both of the Plans will be temporarily unable to make a withdrawal under the Plans, obtain a loan under the Plans, obtain a distribution under the Plans or change investment options under the Plans (the “blackout period”). The blackout period for both of the Plans will begin after the close of the market on December 26, 2012, and it is expected to during the week of January 14, 2013 (and no later than January 18, 2013), unless extended by the Company.

On November 16, 2012, the Company delivered a notice to its directors and executive officers informing them of a temporary suspension of transactions by directors and executive officers involving Company equity and derivative securities in connection with the blackout period under the Plans. The notice, which was provided to the Company’s directors and executive officers in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and includes the information required by Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Notice delivered to directors and executive officers of Hancock Holding Company on November 16, 2012.

SIGNATURES

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
November 16, 2012	By:	/s/ Michael M. Achary
		Michael M. Achary
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Notice delivered to directors and executive officers of Hancock Holding Company on November 16, 2012.

EX-99.1

Exhibit 99.1

IMPORTANT NOTICE

To: Directors and Executive Officers of Hancock Holding Company

From: Hancock Holding Company

Date: November 16, 2012

Re: Notice of Blackout Period

Hancock Holding Company (“Hancock”) is merging the Hancock Bank 401(k) Savings and Investment Plan and the Whitney Bank Savings Plus Plan (collectively, the “Plans”). Because of the merger of the Plans, a “blackout period” will be imposed on the participants of both of the Plans. Under the Sarbanes-Oxley Act of 2002 and applicable SEC regulations, directors and executive officers of Hancock are generally prohibited from engaging in transactions involving Hancock equity securities (including options and other derivatives based on Hancock stock) while the Plans’ participants are subject to this blackout period. Earlier this week, Hancock notified the Plans’ participants of the blackout period.

1.    Duration of the Blackout Period.    The blackout period will start after the market closes on December 26, 2012, and it is expected to end during the week of January 14, 2013 (and no later than the close of business on January 18, 2013). We have the right to extend the blackout period if we need additional time to complete the changes to the Plans necessary as a result of their merger, although we do not anticipate that such additional time will be necessary. We will notify you and the participants if that occurs.

2.    Prohibited Transactions.    During the blackout period, you are generally prohibited from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring any “equity security” of Hancock. Prohibited transactions include, but are not limited to, open market purchases and sales of equity and derivative securities, including stock option exercises and sales of restricted stock. The trading restrictions also apply to members of your immediate family who share your household and any entities that you may be deemed to, directly or indirectly, share beneficial ownership with (such as a trust, family partnership or similar entity).

Certain transactions are exempt from the blackout period trading prohibition. For example, purchases and sales under 10b5-1(c) trading plans are permitted (so long as you do not make or modify your election during the blackout period or when you are aware of the dates of the blackout period). Also, the blackout period trading prohibition does not apply to any acquisition or disposition of equity or derivative securities involving bona fide gifts or transfers by will or the laws of descent and distribution. If you have any questions about whether a particular transaction may be exempt, please call Tricia Loupe at the number listed below.

3.    Securities Covered by the Blackout Period.    The blackout period trading prohibition covers equity and derivative securities you acquired or may acquire “in connection with service as a director or employment as an executive officer” of Hancock. This includes, among other things, securities you acquired under a compensatory plan or contract (such as under a stock option or a restricted stock award) as a director or executive officer of Hancock, or securities you acquired as a direct or indirect inducement to service as a Hancock director or to employment as a Hancock executive officer.

Equity and derivative securities acquired outside of your service as a director or executive officer (such as shares you acquired when employed by Hancock before you were an executive officer) are not covered. If you hold both covered securities and non-covered securities, however, any sale or other transfer of securities by you during the blackout period will be treated as a transaction involving covered securities, unless you can identify the source of the sold securities and demonstrate that you use the same identification for all related purposes (such as tax reporting and disclosure requirements). Given the applicable rules and the short time period involved, we recommend that you avoid any change in your beneficial ownership of Hancock equity and derivative securities during the blackout period.

4.    Penalties.    If you (or any related person covered by the blackout period) engage in a transaction that violates these rules, the profits from the transaction will be recoverable in a lawsuit by Hancock or one of its shareholders. You are also subject to civil and criminal penalties.

THE RULES SUMMARIZED ABOVE ARE COMPLEX, AND THE CRIMINAL AND CIVIL PENALTIES THAT COULD BE IMPOSED UPON DIRECTORS AND EXECUTIVE OFFICERS WHO VIOLATE THEM COULD BE SEVERE. TO AVOID ANY INADVERTENT VIOLATIONS OF THE BLACKOUT PERIOD RESTRICTIONS, YOU ARE REQUIRED TO PRE-CLEAR WITH HANCOCK ANY TRANSACTIONS IN HANCOCK SECURITIES DURING THE BLACKOUT PERIOD. TO OBTAIN PRE-CLEARANCE OR FOR ADDITIONAL INFORMATION ABOUT THE BLACKOUT PERIOD RESTRICTIONS, PLEASE CONTACT:

Hancock Holding Company

Attn.: Tricia Loupe

One Hancock Plaza

2510 14th Street

Gulfport, Mississippi 39501

(504) 586-3567