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 *
Salmans Todd
   2. Issuer Name and Ticker or Trading Symbol
Hilltop Holdings Inc. [HTH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
PrimeLending CEO
(Last)
(First)
(Middle)
200 CRESCENT COURT, SUITE 1330		 3. Date of Earliest Transaction (Month/Day/Year)
08/05/2014
(Street)

DALLAS, TX 75201		 4. If Amendment, Date Original Filed(Month/Day/Year)
08/12/2014		 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 08/05/2014 08/08/2014(1) I   1,699 (2) (3) D $ 20.0372 (2) 0 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
Salmans Todd
200 CRESCENT COURT, SUITE 1330
DALLAS, TX 75201		       PrimeLending CEO  

Signatures

 /s/ Todd Salmans   08/20/2014
**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) Pursuant to Rule 16a-3(g)(3), represents the date on which the trustee of the Plains Capital Corporation Employee Stock Ownership Plan (the "ESOP") informed the reporting person that certain of the shares allocated to the account of the reporting person were first sold.
(2) On August 5, 2014, in connection with the termination of the ESOP, the ESOP trustee began selling all of the shares of Hilltop Holdings Inc. held for the account of persons, including the reporting person, who elected to receive their distributions in cash. Such shares were sold over a period lasting through August 18, 2014 (the "Sale Window"). This amendment is being filed to report that the shares listed in Box 4 of Table I of the report on Form 4 filed on August 12, 2014 (the "Original Form 4") were sold at an average price of $20.0372. The sale price was determined by averaging the sale price of all shares sold on behalf of ESOP participants who elected to receive their distributions in cash over the Sale Window, and consequently, was not calculable at the time that the Original Form 4 was filed.
(3) Represents the total number of shares for which the reporting person elected to receive a cash distribution, which were sold over the Sale Window.

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