SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No: 2)
PROSPERITY BANCSHARES INC
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
743606105
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(CUSIP Number)
December 30, 2011
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 743606105
(1)Names of reporting persons. BlackRock, Inc.
(2) Check the appropriate box if a member of a group
(a) [ ]
(b) [X]
(3) SEC use only
(4) Citizenship or place of organization
Delaware
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power
3340528
(6) Shared voting power
None
(7) Sole dispositive power
3340528
(8) Shared dispositive power
None
(9) Aggregate amount beneficially owned by each reporting person
3340528
(10) Check if the aggregate amount in Row (9) excludes certain shares
(11) Percent of class represented by amount in Row 9
7.12%
(12) Type of reporting person
HC
Item 1.
Item 1(a) Name of issuer:
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PROSPERITY BANCSHARES INC
Item 1(b) Address of issuer's principal executive offices:
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4295 SAN FELIPE
Houston TX 77027
Item 2.
2(a) Name of person filing:
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BlackRock, Inc.
2(b) Address or principal business office or, if none, residence:
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BlackRock Inc.
40 East 52nd Street
New York, NY 10022
2(c) Citizenship:
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See Item 4 of Cover Page
2(d) Title of class of securities:
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Common Stock
2(e) CUSIP No.:
See Cover Page
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is a:
[ ] Broker or dealer registered under Section 15 of the Act;
[ ] Bank as defined in Section 3(a)(6) of the Act;
[ ] Insurance company as defined in Section 3(a)(19) of the Act;
[ ] Investment company registered under Section 8 of the
Investment Company Act of 1940;
[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
[ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
[X] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
[ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
[ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940;
[ ] A non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J);
[ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing
as a non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J), please specify the type of
institution:
Item 4. Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
Amount beneficially owned:
3340528
Percent of class
7.12%
Number of shares as to which such person has:
Sole power to vote or to direct the vote
3340528
Shared power to vote or to direct the vote
None
Sole power to dispose or to direct the disposition of
3340528
Shared power to dispose or to direct the disposition of
None
Item 5.
Ownership of 5 Percent or Less of a Class. If this statement is being
filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than 5 percent of the
class of securities, check the following [ ].
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than 5 percent
of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan,
pension fund or endowment fund is not required.
Various persons have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of
the common stock of
PROSPERITY BANCSHARES INC.
No one person's interest in the common stock of
PROSPERITY BANCSHARES INC
is more than five percent of the total outstanding common shares.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
See Exhibit A
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed,
if required, by members of the group, in their individual capacity.
See Item 5.
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: January 20, 2012
BlackRock, Inc.
Signature: Matthew J. Fitzgerald
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Name/Title Attorney-In-Fact
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representative's authority to
sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
Subsidiary
BlackRock Japan Co. Ltd.
BlackRock Institutional Trust Company, N.A.
BlackRock Fund Advisors
BlackRock Asset Management Canada Limited
BlackRock Asset Management Australia Limited
BlackRock Advisors, LLC
BlackRock Investment Management, LLC
BlackRock Asset Management Ireland Limited
BlackRock International Limited
*Entity beneficially owns 5% or greater of the outstanding
shares of the security class being reported on this
Schedule 13G.
Exhibit B
POWER OF ATTORNEY
The undersigned, BLACKROCK, INC., a corporation duly organized
under the laws of the State of Delaware, United States (the
"Company"), does hereby make, constitute and appoint each of Robert
Connolly, Howard Surloff, Edward Baer, Bartholomew Battista,
Daniel Waltcher, Karen Clark, John Stelley, Daniel Ronnen,
Brian Kindelan, Andrew Crain, Con Tzatzakis, John Blevins,
Rick F. Froio and Matthew Fitzgerald acting severally, as
its true and lawful attorneys-in-fact, for the purpose of, from time to time,
executing in its name and on its behalf, whether the Company is acting
individually or as representative of others, any and all documents,
certificates, instruments, statements, other filings and amendments to
the foregoing (collectively, "documents") determined by such person
to be necessary or appropriate to comply with ownership or
control-person reporting requirements imposed by any United States
or non-United States governmental or regulatory authority, including
without limitation Forms 3, 4, 5, 13D, 13F, 13G and 13H and any
amendments to any of the foregoing as may be required to be filed
with the Securities and Exchange Commission, and delivering,
furnishing or filing any such documents with the appropriate
governmental, regulatory authority or other person, and giving and
granting to each such attorney-in-fact power and authority to act in
the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by
virtue hereof. Any such determination by an attorney-in-fact named
herein shall be conclusively evidenced by such person's execution,
delivery, furnishing or filing of the applicable document.
This power of attorney shall expressly revoke the power of attorney
dated October 5, 2011 in respect of the subject matter hereof, shall be
valid from the date hereof and shall remain in full force and effect until
either revoked in writing by the Company, or, in respect of any
attorney-in-fact named herein, until such person ceases to be an
employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has caused this power of
attorney to be executed as of this 30th day of November, 2011.
BLACKROCK, INC.
By:_ /s/ Robert W. Doll, Jr.
Name: Robert W. Doll, Jr.
Title: Vice Chairman