Filing Details

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Matthew Lindenbaum

Basswood Capital Management, L.L.C.

645 Madison Avenue, 10^th Floor

New York, NY 10022

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(with copies to)

Michael E. Brandt, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8000

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

EXPLANATORY NOTE

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 1”) amends the Schedule 13D filed on May 9, 2019 (the “Original Schedule 13D”) (the Original Schedule 13D and this Amendment No. 1 are collectively referred to herein as the “Schedule 13D”). This Amendment No. 1 relates to the common stock, par value $0.10 per share (the “Common Stock”), of MidSouth Bancorp, Inc. (the “Issuer”), a Louisiana corporation, which ceased to exist and is survived by Hancock Whitney as a result of the Merger. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.

Item 4.   Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On September 18, 2019, the stockholders of the Issuer approved the Merger Agreement and the transactions contemplated thereby, at which point the Basswood Support Agreement was automatically terminated in accordance with its terms. Pursuant to the terms of the Merger Agreement, on September 21, 2019 (the “Effective Date”), the Merger was consummated. As a result of the Merger, each share of Common Stock that was held by the Reporting Persons was converted into the right to receive without interest, 0.2952 shares of the common stock, par value $3.33 per share, of Hancock Whitney. In addition, upon the Effective Date, the Observer Rights Agreement, dated as of October 26, 2018, between the Issuer and the Management Company, was automatically terminated in accordance with its terms. Accordingly, as of September 21, 2019, the Reporting Persons ceased to beneficially own any Common Stock of the Issuer.

Items 5(a)-(c) and (e) of the Schedule 13D are hereby amended and restated to read as follows:

SIGNATURES