Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Feinberg Hill A
  2. Issuer Name and Ticker or Trading Symbol
Hilltop Holdings Inc. [HTH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO First Southwest Holdings
(Last)
(First)
(Middle)
200 CRESCENT COURT, SUITE 1330
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2012
(Street)

DALLAS, TX 75201
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 11/30/2012   A   1,508,545 A (1) 1,508,545 (2) D  
Common Stock 11/30/2012   A   776 A (3) 776 (4) I By wife
Common Stock 11/30/2012   A   776 A (5) 776 (4) I By Max McDermott Trust

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Feinberg Hill A
200 CRESCENT COURT, SUITE 1330
DALLAS, TX 75201
  X     CEO First Southwest Holdings  

Signatures

 /s/ Hill Feinberg   12/02/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Received in exchange for 1,944,003 shares of PlainsCapital Corporation ("PlainsCapital") original common stock in connection with the merger of PlainsCapital with and into Meadow Corporation, a wholly owned subsidiary of Issuer ("Meadow"), pursuant to which Meadow continued as the surviving corporation and as a wholly owned subsidiary of Issuer (the "Merger"). As consideration for the Merger, each share of PlainsCapital common stock converted into the right to receive $9.00 in cash and 0.776 shares of Issuer common stock, which, on the effective date of the Merger, had a closing price of $14.29 per share.
(2) Includes 206,526 shares held in escrow by U.S. Bank National Association for the benefit of the reporting person pursuant to the Agreement and Plan of Merger between PlainsCapital and First Southwest Holdings, Inc., effective as of December 31, 2008, as amended.
(3) Received in connection with the Merger in exchange for 1,000 shares of PlainsCapital original common stock held by the reporting person's spouse.
(4) The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of these shares.
(5) Received in connection with the Merger in exchange for 1,000 shares of PlainsCapital original common stock held in a trust for the benefit of the reporting person's stepson.

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