SEC Form 4
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	OMB APPROVAL	

OMB Number:	
3235-0287	

Estimated average burden	

hours per response:	
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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 *
BYRNE SUSAN M	

(Last)	
(First)	
(Middle)	

200 CRESCENT COURT	

SUITE 1200	

(Street)
DALLAS	
TX	
75201	

(City)	
(State)	
(Zip)	

	2. Issuer Name and Ticker or Trading Symbol
WESTWOOD HOLDINGS GROUP INC [ WHG ]	5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X	
Director	
 	
10% Owner	

 	
Officer (give title below)	
X	
Other (specify below)	

Chairman of the Board	

	 	
 	3. Date of Earliest Transaction (Month/Day/Year)
04/23/2014	 	 	 	
 	4. If Amendment, Date of 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	

	 	 	
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	04/23/2014	 	S	 	2,000(1)	D	$62.7664(1)	23,000	I	Family Foundation	 	 	 	
common stock	 	 	 	 	 	 	 	336,945	D	 	 	 	 	
common stock	 	 	 	 	 	 	 	12,576	I	By spouse	 	 	 	
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	 	 	 	 	 	 	 	 	
Explanation of Responses:	
1. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $62.50 to $63.085 per share. Full information regarding the number of shares sold at each separate price will be provided to the Commission staff, the issuer, or a security holder of the issuer upon request.	
Remarks:	
 	
 	Julie K. Gerron as attorney-in-fact	04/25/2014	
 	** 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.	
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 Number.	

POWER OF ATTORNEY 

The undersigned hereby constitutes and appoints each of Brian O. Casey,
Peter Pastorelle, Julie K. Gerron or Mark A. Wallace, acting separately
or together, the undersigned's true and lawful attorney-in-fact to:

(1)     Execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Westwood Holdings Group, Inc., a 
Delaware corporation (the "Company"), Forms 3, 4 and 5 (and any successor or 
superseding forms) in accordance with Section 16(a) of the Securities Exchange 
Act of 1934 and the rules thereunder;

(2)     Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and to execute any such Form 3, 
4 or 5 (and any successor or superseding forms) and timely file such form with 
the United States Securities and Exchange Commission and any stock exchange or 
similar authority; and

(3)     Take any other action of any type whatsoever in connection with the
foregoing paragraphs 1 & 2 which, in the opinion of such attorney-in-fact, may 
be of benefit to, in the best interest of, or legally required by, the 
undersigned, it being understood that the documents executed by such attorney-
in-fact on behalf of the undersigned pursuant to this Power of Attorney shall 
be in such form and shall contain such terms and conditions as such attorney-
in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite, 
necessary or proper to be done in the exercise of the rights and powers 
herein granted specifically with regard to the acts necessary or desirable 
as referenced in the above paragraphs 1, 2 & 3, as fully to all intents and 
purposes as the undersigned might or could do if personally present, with full 
power of substitution or revocation, hereby ratifying and confirming all that 
such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, 
shall lawfully do or cause to be done by virtue of this power of attorney and 
the rights and powers herein granted.  The undersigned acknowledges that the 
foregoing attorneys-in-fact, in serving in such capacity at the request of the 
undersigned, are not assuming, nor is the Company assuming, any of the 
undersigned's responsibilities to comply with Section 16 of the Securities 
Exchange Act of 1934 and the rules thereunder.

This Power of Attorney shall remain in full force and effect until the 
undersigned is no longer required to file Forms 3, 4 and 5 or successor or 
superseding forms with respect to the undersigned's holdings of and 
transactions in securities issued by the Company, unless earlier revoked by 
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 17th day of April, 2014.

By:/s/ Susan M. Byrne
------------------------------

Name:  Susan M. Byrne
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