Home > Insider Trading > Filing (0001144204-15-000031)

Filing Details

Accession Number:: 0001144204-15-000031
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-01-02 06:24:21
Reporting Period:: 2015-01-01

Filing Date:: 2015-01-02
Accepted Time:: 2015-01-02 06:24:21
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
878520	Hilltop Securities Holdings Llc	SWS	Security Brokers, Dealers & Flotation Companies (6211)	752040825

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1417142	Oak Hill Capital Partners Iii, L.p.	C/O Oak Hill Capital Management, Llc 65 East 55Th Street, 32Nd Floor New York NY 10022	No	No	Yes	No
1417144	Oak Hill Capital Management Partners Iii, L.p.	C/O Oak Hill Capital Management, Llc 65 East 55Th Street, 32Nd Floor New York NY 10022	No	No	Yes	No
1450616	Ohcp Mgp Iii, Ltd.	C/O Oak Hill Capital Management, Llc 65 East 55Th Street, 32Nd Floor New York NY 10022	No	No	Yes	No
1450619	Ohcp Mgp Partners Iii, L.p.	C/O Oak Hill Capital Management, Llc 65 East 55Th Street, 32Nd Floor New York NY 10022	No	No	Yes	No
1450620	Ohcp Genpar Iii, L.p.	C/O Oak Hill Capital Management, Llc 65 East 55Th Street, 32Nd Floor New York NY 10022	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2015-01-01	6,314,361	$0.00	0	No	4	S	Indirect	See footnotes
Common Stock	Disposition	2015-01-01	207,378	$0.00	0	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant (right to buy)	Disposition	2015-01-01	2,104,787	$0.00	2,104,787	$5.75
Common Stock	Warrant (right to buy)	Disposition	2015-01-01	69,126	$0.00	69,126	$5.75

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2011-07-29	2016-07-29	No	4	S	Indirect
0	2011-07-29	2016-07-29	No	4	S	Indirect

Footnotes

These securities were held by Oak Hill Capital Partners III, L.P.
These securities were held by Oak Hill Capital Management Partners III, L.P.
The general partner of Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. is OHCP GenPar III, L.P. The general partner of OHCP GenPar III, L.P. is OHCP MGP Partners III, L.P. The general partner of OHCP MGP Partners III, L.P. is OHCP MGP III, Ltd.
Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are beneficial owners of any securities reported herein.
Each share of common stock, par value $0.10 per share (the "Common Stock"), of SWS Group, Inc. (the "Issuer") was disposed of upon consummation of the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger by and among the Issuer, Hilltop Holdings Inc. ("Hilltop") and Peruna LLC ("Peruna"), a wholly-owned subsidiary of Hilltop, dated as of March 31, 2014 (the "Merger Agreement") for the right to receive, without interest (i) 0.2496 of shares of common stock of Hilltop and (ii) an amount in cash equal to $1.94 (together, the "Merger Consideration"). The Merger was consummated on January 1, 2015 and pursuant to the Merger Agreement, the Issuer merged with and into Peruna, with Peruna continuing as the surviving entity, and the separate corporate existence of the Issuer ceased.
Pursuant to the terms of the Merger Agreement and that certain letter agreement, dated as of March 31, 2014, by and among the Issuer, Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P., these warrants were disposed of in consideration for the Merger Consideration the holders of the warrants would have been entitled to receive upon consummation of the Merger if the warrants had been exercised immediately prior to the Merger.