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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 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 *
OHCP MGP III, LTD.
(Last) (First) (Middle)
C/O OAK HILL CAPITAL MANAGEMENT, LLC
65 EAST 55TH STREET, 32ND FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SWS GROUP INC [ SWS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/26/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 09/26/2014   X   6,314,361 A $ 5.75 (5) 6,314,361 I See footnotes (1) (3) (4)
Common Stock 09/26/2014   X   207,378 A $ 5.75 (6) 207,378 I See footnotes (2) (3) (4)
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
Warrant (right to buy) $ 5.75 09/26/2014   X     6,314,361 07/29/2011 07/29/2016 Common Stock 6,314,361 $ 0 2,104,787 I See footnotes (1) (3) (4)
Warrant (right to buy) $ 5.75 09/26/2014   X     207,378 07/29/2011 07/29/2016 Common Stock 207,378 $ 0 69,126 I See footnotes (2) (3) (4)
Explanation of Responses:
1. These securities are held by Oak Hill Capital Partners III, L.P.
2. These securities are held by Oak Hill Capital Management Partners III, L.P.
3. The general partner of Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. is OHCP GenPar III, L.P. The general partner of OHCP GenPar III, L.P. is OHCP MGP Partners III, L.P. The general partner of OHCP MGP Partners III, L.P. is OHCP MGP III, Ltd.
4. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are beneficial owners of any securities reported herein.
5. The exercise price of the warrants were paid through the automatic paying down of loans owed by the Issuer to the holder in an aggregate amount of $36,307,575.75, as required by the terms of the warrants.
6. The exercise price of the warrants were paid through the automatic paying down of loans owed by the Issuer to the holder in an aggregate amount of $1,192,423.50, as required by the terms of the warrants.
Remarks:
Exhibit 99.1 - Additional Signatures
By: /s/ John Monsky; Title: Vice President 09/29/2014
** 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.
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Unassociated Document
OAK HILL CAPITAL PARTNERS III, L.P.;
By:  OHCP GenPar III, L.P., its general partner;
By:  OHCP MGP Partners III, L.P., its general partner;
By:  OHCP MGP III, Ltd., its general partner;

By:  /s/ John Monsky                                                                   09/29/2014
John Monsky                                                                           
Title:  Vice President

               **Signature of Reporting Person                                  Date                                                  
 

OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P.;
By:  OHCP GenPar III, L.P., its general partner;
By:  OHCP MGP Partners III, L.P., its general partner;
By:  OHCP MGP III, Ltd., its general partner;

By:  /s/ John Monsky                                                                   09/29/2014
John Monsky                                                                           
Title:  Vice President

               **Signature of Reporting Person                                 Date

 

OHCP GENPAR III, L.P.;
By:  OHCP MGP Partners III, L.P., its general partner;
By:  OHCP MGP III, Ltd., its general partner;

By:  /s/ John Monsky                                                                   09/29/2014
John Monsky                                                                           
Title:  Vice President

               **Signature of Reporting Person                                Date
 

 
OHCP MGP PARTNERS III, L.P.;
By:  OHCP MGP III, Ltd., its general partner;

 
By: /s/ John Monsky                                                                    09/29/2014
John Monsky                                                                          
Title:  Vice President

               **Signature of Reporting Person                                Date