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 *
FORD GERALD J
   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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
200 CRESCENT COURT, SUITE 1350		 3. Date of Earliest Transaction (Month/Day/Year)
01/01/2015
(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 01/01/2015   A   4,973 A (1) 8,459 D  
Common Stock               15,544,674 I By Diamond A Financial, LP (2)

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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
FORD GERALD J
200 CRESCENT COURT, SUITE 1350
DALLAS, TX 75201		   X   X    

Signatures

 /s/ Gerald J. Ford   01/05/2015
**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) As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger by and among SWS Group, Inc. ("SWS"), Hilltop Holdings Inc. ("Hilltop") and Peruna LLC, dated as of March 31, 2014 (the "Merger Agreement"), SWS merged with and into Hilltop Securities Holdings LLC (formerly Peruna LLC) ("Hilltop Securities"), with Hilltop Securities surviving the merger as a wholly owned subsidiary of Hilltop (the "Merger"). Pursuant to the terms of the Merger Agreement and subject to certain exceptions, each share of SWS's common stock that was outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive (a) 0.2496 shares of Hilltop common stock and (b) $1.94 in cash, without interest. On the last trading day prior to the effective date of the Merger, the closing price of SWS's common stock was $6.91 and the closing price of the Issuer's common stock was $19.95.
(2) Represents securities owned directly by Diamond A Financial, LP and indirectly by Mr. Ford as a general partner of Diamond A Financial, LP. Mr. Ford disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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