FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TUBB ALLEN R 		2. Issuer Name and Ticker or Trading Symbol

Hilltop Securities Holdings LLC [ SWS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Secretary
(Last)          (First)          (Middle)

1201 ELM STREET, SUITE 3500 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/1/2015
(Street)

DALLAS, TX 75270
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 $.10 Par Value   1/1/2015     D    37433   D   (1) 10288   D    
Common Stock $.10 Par Value   1/1/2015     D    10288   D   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Deferred Compensation Phantom Stock     (3) 1/1/2015     D         655      (3)   (3) Common Stock $.10 Par Value   655   $0   0   D    

Explanation of Responses:
( 1)  As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger by and among the Issuer, Hilltop Holdings Inc. ("Hilltop"), and Peruna LLC, dated as of March 31, 2014 (the "Merger Agreement"), pursuant to the terms of the Merger Agreement, each share of the Issuer's common stock held by the reporting person (other than any restricted share of the Issuer's common stock granted to the reporting person following the date of the Merger Agreement) that was outstanding as of immediately prior to the Effective Time was converted into the right to receive (a) 0.2496 shares of Hilltop common stock and (b) $1.94 in cash, without interest.
( 2)  As of the Effective Time, pursuant to the terms of the Merger Agreement, each restricted share of the Issuer's common stock granted to the reporting person following the date of the Merger Agreement was converted into the right to receive 0.3465 restricted shares of Hilltop common stock. Following the Effective Time, such restricted shares will continue to vest in accordance with their original schedules and will vest (i) in full upon (x) termination of employment by the employer without "cause" or (y) a change of control event (other than the consummation of the transactions contemplated by the Merger Agreement) and (ii) on a pro-rated basis upon termination of employment due to the reporting person's death or disability.
( 3)  As of the Effective Time, pursuant to the terms of the Merger Agreement, each deferred share of the Issuer's common stock reflected in the reporting person's account under the Issuer's deferred compensation plans was converted into 0.3328 deferred shares of Hilltop common stock. Following the Effective Time, any such deferred shares that were not vested as of the Effective Time will continue to vest in accordance with their original schedules and will vest in full on termination of employment by the employer without "cause".

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TUBB ALLEN R
1201 ELM STREET
SUITE 3500
DALLAS, TX 75270

Secretary

Signatures
/s/ Allen R. Tubb 1/2/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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