Franklin Financial Network (FSB) Form 4 Franklin Financial Network / Anil Patel ownership change

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

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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^*

Patel Anil

(Last) (First) (Middle)

722 COLUMBIA AVENUE

(Street)

FRANKLIN TN 37064

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Franklin Financial Network Inc. [ FSB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2018

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	04/01/2018		J(1)		58,002	A	(2)	58,002	D
Common Stock	04/01/2018		J(1)		46,402	A	(3)	46,402	I	By Wife

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
Stock Option (right to buy)	$27.13	04/01/2018		J(1)		45,153		(4)	04/01/2020	Common Stock	45,153	(5)	45,153	D

Explanation of Responses:

1. On April 1, 2018 (the "Effective Date"), Civic Bank & Trust ("Civic") merged with and into Franklin Synergy Bank, a wholly-owned subsidiary of Franklin Financial Network, Inc. (the "Issuer") (the "Merger"). Effective as of the Effective Date, the reporting person was appointed to the Board of Directors of the Issuer. Pursuant to the terms of the Agreement and Plan of Reorganization and Bank Merger, as amended (the "Merger Agreement"), (i) each outstanding share of Civic common stock was exchanged for 0.3686 shares of the Issuer's common stock, and (ii) each option to purchase a share of common stock of Civic was converted into an option to purchase a share of common stock of the Issuer multiplied by 0.3686, and the exercise price of the resulting option became the exercise price of such option to purchase a share of Civic common stock divided by 0.3686.

2. Received in exchange for 157,360 shares of Civic common stock in connection with the Merger.

3. Received in exchange for 125,888 shares of Civic common stock in connection with the Merger.

4. The option fully vested upon the consummation of the Merger pursuant to the terms of the reporting person's option agreement with Civic.

5. Received in the Merger in exchange for a stock option to purchase 122,500 shares of Civic common stock for $10.00 per share.

Remarks:

	/s/ Lori Metrock, Attorney-in-Fact	04/03/2018
	** 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).
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