2012-30825. Formations of, Acquisitions by, and Mergers of Bank Holding Companies

The companies listed in this notice have applied to the Board for approval, pursuant to the Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.) (BHC Act), Regulation Y (12 CFR part 225), and all other applicable statutes and regulations to become a bank holding company and/or to acquire the assets or the ownership of, control of, or the power to vote shares of a bank or bank holding company and all of the banks and nonbanking companies owned by the bank holding company, including the companies listed below.

The applications listed below, as well as other related filings required by the Board, are available for immediate inspection at the Federal Reserve Bank indicated. The applications will also be available for inspection at the offices of the Board of Governors. Interested persons may express their views in writing on the standards enumerated in the BHC Act (12 U.S.C. 1842(c)). If the proposal also involves the acquisition of a nonbanking company, the review also includes whether the acquisition of the nonbanking company complies with the standards in section 4 of the BHC Act (12 U.S.C. 1843). Unless otherwise noted, nonbanking activities will be conducted throughout the United States.

Unless otherwise noted, comments regarding each of these applications must be received at the Reserve Bank indicated or the offices of the Board of Governors not later than January 18, 2013.

A. Federal Reserve Bank of New York (Ivan Hurwitz, Vice President) 33 Liberty Street, New York, New York 10045-0001:

1. Flushing Financial Corporation, Flushing, New York; to become a bank holding company upon the merger of Flushing Savings Bank, FSB, Flushing, New York, with and into Flushing Commercial Bank, North New Hyde Park, New York, which will become a New York State-chartered commercial bank and change its name to Flushing Bank. Comments on this proposal must be received by January 14, 2013.

B. Federal Reserve Bank of Kansas City (Dennis Denney, Assistant Vice President) 1 Memorial Drive, Kansas City, Missouri 64198-0001:

1. BBIG Holdings, LLC, Lincoln, Nebraska, to become a bank holding company by acquiring 50 percent of the outstanding voting shares of Hilltop Bancshares, Inc., and thereby acquire Bank of Bennington, both in Bennington, Nebraska.

Board of Governors of the Federal Reserve System, December 18, 2012.

Margaret McCloskey Shanks,

Deputy Secretary of the Board.