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 * White Alan B   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, PlainsCapital Corp. (Last) (First) (Middle) 200 CRESCENT COURT, SUITE 1330 3. Date of Earliest Transaction (Month/Day/Year) 05/02/2013 (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 05/02/2013   A   50,000 (1) A $ 0 424,155 (2) (3) D   Common Stock               10,239 (4) (5) I By Wife Common Stock               23,806 (5) I By Double E Investments Common Stock               12,883 (5) I By EAW White Family Partnership, Ltd. Common Stock               8,045 (5) I By Maedgen, White and Maedgen Common Stock               1,853,958 (5) I By Maedgen & White, Ltd. Common Stock               952 (5) (6) I By ESOP

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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
White Alan B 200 CRESCENT COURT, SUITE 1330 DALLAS, TX 75201	X		CEO, PlainsCapital Corp.

Signatures

/s/ Alan B. White		05/06/2013
**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)	Represents restricted shares of common stock granted to the reporting person pursuant to the Hilltop Holdings Inc. 2012 Equity Incentive Plan. These shares cliff vest on April 1, 2016.
(2)	Includes 94,893 shares of common stock held in an individual retirement account for the benefit of the reporting person.
(3)	Includes 36,299,728 shares, rounded down to the nearest whole share, that were previously reported as allocated to the account of the reporting person pursuant to the Plains Capital Corporation Employee Stock Ownership Plan (the "ESOP").
(4)	Includes 454 shares of common stock allocated to the account of the reporting person's spouse pursuant to the Plan since the reporting person last filed a report on Form 4.
(5)	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.
(6)	Represents shares allocated to the account of the reporting person pursuant to the ESOP and reflects additional shares allocated since the reporting person last filed a report on Form 4.

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