Lorraine D Miller Form 4 MIDSOUTH BANCORP / Lorraine D Miller ownership change

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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X

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^*

Miller Lorraine D

(Last) (First) (Middle)

102 VERSAILLES BLVD

(Street)

LAFAYETTE LA 70501

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MIDSOUTH BANCORP INC [ MSL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2019

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/21/2019		D		3,548	D	(1)	0	I	ESOP
Common Stock	09/21/2019		D		2,665	D	(1)	0	D
Common Stock	09/21/2019		D		3,025	D	(2)	0	D
Common Stock	09/21/2019		D		822	D	(3)	0	D
Common Stock	09/21/2019		D		3,260	D	(4)	0	D
Common Stock	09/21/2019		D		6,628	D	(4)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$12.97	09/21/2019		D			9,927	05/23/2018	05/23/2022	Common Stock	9,927	(5)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated April 30, 2019, by and between MidSouth Bancorp, Inc. ("MidSouth") and Hancock Whitney Corporation ("Hancock Whitney"), MidSouth merged with and into Hancock Whitney with Hancock Whitney as the surviving corporation (the "Merger"). At 12:01 a.m. on September 21, 2019, the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.10 per share, of MidSouth ("MidSouth Common Stock") issued and outstanding immediately prior to the Effective Time (except for certain cancelled shares) was converted into the right to receive, without interest, 0.2952 shares (the "Conversion Ratio" and such shares, the "Merger Consideration") of the common stock, par value $3.33 per share, of Hancock Whitney ("Hancock Whitney Common Stock").

2. At the Effective Time, this restricted stock unit grant was deemed to have satisfied its performance-based vesting conditions at target level, prorated for the period elapsed between the beginning of the performance period and the Effective Time, cancelled and converted into the right receive the Merger Consideration per share being so cancelled and converted.

3. At the Effective Time, this restricted stock unit grant was deemed to have satisfied its performance-based vesting conditions at target level, cancelled and converted into the right receive the Merger Consideration per share of MidSouth Common Stock subject to the restricted stock unit being so cancelled and converted.

4. At the Effective Time, this award of restricted shares of MidSouth Common Stock, which provided for vesting 33% on each of the first and second anniversaries of the grant date with the remaining 34% vesting on the third anniversary of the grant date, fully vested and was cancelled and converted into the right to receive the Merger Consideration per share being so cancelled and converted.

5. At the Effective Time, this option granted by MidSouth to purchase MidSouth Common Stock ("Stock Option"), that becomes exercisable in increments through up to the tenth anniversary of the grant date, was assumed on the same terms and conditions as were applicable under such Stock Option and converted into an option to purchase the number of shares of Hancock Whitney Common Stock equal to the product of the number of shares of MidSouth Common Stock subject to such option multiplied by the Conversion Ratio, at an exercise price equal to the quotient of the exercise price per share of MidSouth Common Stock subject to such option divided by the Conversion Ratio.

Remarks:

	/s/ Cecilia Webb, Attorney in Fact	09/24/2019
	** Signature of Reporting Person	Date
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