National Commerce 8-K Other Events

Exhibit 99.3

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2018 and unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2018 and the year ended December 31, 2017 have been prepared to reflect the acquisition by NCC of Landmark through the merger of Landmark with and into NCC after giving effect to the adjustments described in the notes to the unaudited pro forma condensed consolidated financial statements.

The merger will be accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). In business combination transactions in which the consideration given is not in the form of cash (that is, in the form of non-cash assets, liabilities incurred or equity interests issued), measurement of the acquisition consideration is based on the fair value of the consideration given or the fair value of the asset (or net assets) acquired, whichever is more clearly evident and, thus, a more reliable measure. Under ASC 805, all of the assets acquired and liabilities assumed in a business combination are recognized at their fair value as of the acquisition date, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The summary unaudited pro forma condensed financial statements have been prepared assuming that: (i) the 3,916,432 shares of Landmark common stock outstanding as of June 30, 2018 are issued and outstanding at the effective time of the merger and (ii) options to purchase 308,035 shares of Landmark common stock that were outstanding as of June 30, 2018 remain outstanding at the effective time of the merger. As of June 30, 2018, based on the assumptions described above and a per-share price of $45.00 for NCC common stock (the closing price of NCC common stock on the date of the public announcement of the merger), the value of the transaction would have been approximately $115.7 million.

The unaudited pro forma condensed consolidated balance sheet has been prepared assuming that the transaction was consummated on June 30, 2018. The unaudited pro forma condensed consolidated statement of income has been prepared assuming that the transaction was consummated on January 1, 2017. The summary unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and does not indicate either the operating results that would have occurred had the acquisition been consummated on June 30, 2018 or January 1, 2017, as the case may be, or future results of operations or financial condition. The summary unaudited pro forma condensed financial information is based upon assumptions and adjustments that NCC believes are reasonable. Only such adjustments as have been described in the accompanying footnotes have been applied in order to give effect to the proposed transaction described in this Form 8-K. Such assumptions and adjustments are subject to change as future events materialize and fair value estimates are refined. The dollar amounts in the following tables and related notes are in thousands, except share and per share data. The information in the following tables are based on, and should be read together with, the historical consolidated financial information that NCC has presented in its prior filings with the SEC and which are incorporated into this Form 8-K and the historical financial information of Landmark that appears with this Form 8-K.

National Commerce Corporation and Landmark Bancshares, Inc.

Pro Forma Balance Sheet

As of June 30, 2018

(amounts in thousands)

	Historical						Landmark Pro Forma Adjustments
	Landmark			NCC			DR			CR			Pro Forma Combined
Cash and due from banks	$	11,416		$	51,360		$	-		$	2,067	g	$	51,900
											3,600	h
											5,209	f
Interest-bearing deposits in banks		20,691			166,413			-			-			187,104
Investment securities		65,315			161,542			-			-			226,857
Mortgage loans held for sale		299			24,455			-			-			24,754
Loans		468,277			2,497,132			-			10,770	a		2,954,639
Allowance for loan losses		(5,154	)		(15,997	)		5,154	a		-			(15,997	)
Net loans		463,123			2,481,135			5,154			10,770			2,938,642
Premises and equipment, net		7,689			67,841			-			-			75,530
Accrued interest receivable		1,853			7,537			-			-			9,390
Other investments		2,320			13,154			-			-			15,474
Goodwill		5,577			164,360			62,217	e		5,577	i		226,577
Core deposit intangible assets, net		872			9,230			7,036	b		872	i		16,266
Bank-owned life insurance		5,770			42,420			-			-			48,190
Other real estate		-			1,339			-			-			1,339
Deferred taxes		2,474			14,958			1,651	c		-			19,083
Prepaid expenses and other assets		1,828			8,623			-			-			10,451
Total assets	$	589,227		$	3,214,367		$	76,058		$	28,095		$	3,851,557
Noninterest-bearing demand	$	140,232		$	802,273		$	-		$	-		$	942,505
Interest-bearing demand		63,239			518,370			-			-			581,609
Savings and money market		139,771			982,026			-			-			1,121,797
Time		125,592			341,044			-			-			466,636
Total deposits		468,834			2,643,713			-			-			3,112,547
FHLB advances and other borrowings		43,600			7,000			557	j		-			46,443
								3,600	h
Repurchase agreements		1,085			-			-			-			1,085
Subordinated debt		12,606			24,580			-			-			37,186
Other liabilities		3,386			22,270			-			-			25,656
Total liabilities		529,511			2,697,563			4,157			-			3,222,917
Common stock		21,948			172			21,948	d		23	f		195
Additional paid-in capital		26,936			447,061			26,936	d		59,716	d		558,874
											52,097	f
Retained earnings		18,047			63,756			18,047	d					63,756
Bargain Purchase		-			-			-
Accumulated other comprehensive income		(1,300	)		(1,736	)		-			1,300	d		(1,736	)
Less: Treasury stock		(5,915	)		-			-			5,915	d		-
Total controlling equity		59,716			509,253			66,931			119,051			621,089
Noncontrolling interest		-			7,551			-			-			7,551
Total equity		59,716			516,804			66,931			119,051			628,640
Total liabilities and equity	$	589,227		$	3,214,367		$	71,088		$	119,051		$	3,851,557

Notes to Pro Forma Balance Sheet Consolidation

1. National Commerce Corporation (“NCC”) will acquire 100% of the outstanding stock of Landmark Bancshares, Inc. (“Landmark”). For each share of Landmark common stock outstanding, NCC will issue 0.5961 shares of NCC common stock and make a cash payment of $1.33. Additionally, at the time of merger, each issued and outstanding option to purchase Landmark common stock will be converted into an option to purchase NCC common stock at a conversion ratio of 0.6275. At June 30, 2018, Landmark had 308,035 stock options outstanding.

Based on 3,916,432 shares of Landmark common stock outstanding as of June 30, 2018, and assuming that no outstanding Landmark options are exercised prior to the merger, NCC expects to pay approximately $5,208,155 in cash and issue 2,334,585 shares of NCC common stock.

Pursuant to the terms of the merger agreement, NCC intends to assume Landmark’s currently outstanding subordinated debt. As of June 30, 2018, the carrying balance of the subordinated debt was $12,606,000.

2. Detailed below are the preliminary fair value adjustments and related pro forma adjustments assuming the acquisition was completed on June 30, 2018. These amounts are estimates only and will be refined and based on account balances on the date on which the acquisition is actually completed.

a) At the date of the acquisition, Landmark’s allowance for loan losses will be eliminated. The total allowance at June 30, 2018 was $5.2 million. NCC will analyze Landmark’s loan portfolio and record the purchased loans at fair value. The portion of this adjustment related to credit will be recorded as non-accretable difference, and the portion related to interest rates and other factors will be recorded as accretable yield. Based on preliminary estimates from diligence performed, the fair value adjustments yield a total discount of $10.8 million, with $2.5 million assigned to loans with evidence of credit deterioration. The book value of these loans at June 30, 2018, was approximately $21.9 million and will be accounted for as purchase credit-impaired loans. These loans were identified during diligence after reviewing current risk ratings, payment history, past due status, loan-to-collateral values, guarantors, debt service coverage ratios, credit scores and other relevant data to support a decline in credit quality since the date of origination.

b) Based on deposit balances at June 30, 2018, NCC expects to record a core deposit intangible asset of approximately $7.0 million. The recorded intangible will be amortized over seven years using an accelerated method of amortization. The actual amount recorded will vary based on deposit balances at the date on which the acquisition is completed.

c) This is an estimate of the deferred tax asset recognized as a result of the purchase accounting entries and related fair value adjustments.

d) Entry to eliminate the equity of Landmark.

e) Based on current estimates of fair value on Landmark’s June 30, 2018 balance sheet, NCC would record approximately $62.2 million of goodwill. A preliminary calculation is shown in the following table:

Purchase Price	$	115,680
Equity of Landmark		58,351
Core deposit intangible asset		7,036
FHLB advance fair value adjustment		557
Merger-related expenses		(2,067	)
Eliminate goodwill and core deposit intangible asset from prior acquisition		(6,449	)
Eliminate allowance for loan losses		5,154
Adjust loans to fair value		(10,770	)
Deferred tax asset		1,651
Adjusted equity of Landmark		53,463
Goodwill	$	62,217

f) Entry to record the purchase price, cash paid and NCC common stock issued to Landmark shareholders.

NCC shares issued	$	23
Cash paid to Landmark shareholders		5,209
Assumed stock options		5,415
Additional paid-in capital on shares		105,033
Purchase price	$	115,680

g) Entry to reflect estimated closing costs associated with the transaction paid by Landmark prior to or at closing. This total includes estimated costs for payments related to employment contracts and deferred compensation plans of certain Landmark employees totaling $2.1 million.

h) Entry to repay Landmark’s industrial development revenue bonds as required by the merger agreement.

i) Entry to remove intangible assets on Landmark’s balance sheet from a prior acquisition.

j) Entry to record the estimated fair value of Landmark’s Federal Home Loan Bank (“FHLB”) advances.

The following unaudited pro forma combined condensed statement of income presents the consolidated historical income statements of NCC and Landmark assuming the companies had been combined as of January 1, 2017 on a purchase accounting basis.

National Commerce Corporation and Landmark Bancshares, Inc.

Unaudited Pro Forma Combined Condensed Statement of Income

For the Six Months Ended June 30, 2018

(amounts in thousands, except share and per share data)

	Historical				Landmark
					Pro Forma				Pro Forma
As if combined January 1, 2017	Landmark		NCC		Adjustments				Combined
Interest on and dividends on securities	$	785	$	2,762	$	-			$	3,547
Interest and fees on loans		13,063		70,136		619		a		83,818
Interest on federal funds sold and other investments		139		1,135		-				1,274
Total interest income		13,987		74,033		619				88,639
Interest on deposits		1,630		6,813		-				8,443
Interest on borrowed money		827		917		62		c		1,806
Total interest expense		2,457		7,730		62				10,249
Net interest income		11,530		66,303		557				78,390
Provision for loan losses		2,110		2,174		-				4,284
Net interest income after provision for loan losses		9,420		64,129		557				74,106
Total noninterest income		1,750		9,383		-				11,133
Total noninterest expenses		9,007		46,594		707		b		56,308
Income before income taxes		2,163		26,918		(150	)			28,931
Provision for income taxes		447		6,079		(38	)	d		6,488
Net income before minority interest		1,716		20,839		(112	)			22,443
Net income attributable to minority interest		-		1,072		-				1,072
Net income to common shareholders	$	1,716	$	19,767	$	(112	)		$	21,371
PER COMMON SHARE
Net income basic	$	0.44	$	1.15	$	(0.05	)		$	1.09
Net income diluted	$	0.43	$	1.12	$	(0.05	)		$	1.07
Average shares outstanding, basic		3,894,841		17,223,112		2,325,286				19,548,398
Average shares outstanding, diluted		3,951,521		17,633,029		2,359,073				19,992,102

Notes to Pro Forma Unaudited Income Statement Consolidations for the Six Months Ended June 30, 2018

1. The pro forma income statement assumes that the merger of NCC and Landmark occurred at the beginning of the earliest period presented and that purchase accounting marks were applied to the Landmark balance sheet as of January 1, 2017.

2. The following adjustments were made to the historical income statements to reflect the purchase accounting entry and related fair value adjustments.

a. Entry to record the accretable yield recognized during the period. The accretable portion of the recorded discount will be accreted using an effective yield method.

b. Entry to record the core deposit amortization during the period. The core deposit intangible will be amortized over seven years using an accelerated method.

c. Entry to amortize the fair value adjustment on the FHLB advances.

d. Entry to record tax effect of the pro forma adjustments assuming a tax rate of 25.25%.

The following unaudited pro forma combined condensed statement of income presents the consolidated historical income statements of NCC and Landmark assuming the companies had been combined as of January 1, 2017 on a purchase accounting basis.

National Commerce Corporation and Landmark Bancshares, Inc.

Unaudited Pro Forma Combined Condensed Statement of Income

For the Year Ended December 31, 2017

(amounts in thousands, except share and per share data)

	Historical				Landmark
					Pro Forma				Pro Forma
As if combined January 1, 2017	Landmark		NCC		Adjustments				Combined
Interest on and dividends on securities	$	1,704	$	3,410	$	-			$	5,114
Interest and fees on loans		23,426		104,194		1,239		a		128,859
Interest on federal funds sold and other investments		140		2,187		-				2,327
Total interest income		25,270		109,791		1,239				136,300
Interest on deposits		2,793		8,530		-				11,323
Interest on borrowed money		1,084		1,837		124		c		3,045
Total interest expense		3,877		10,367		124				14,368
Net interest income		21,393		99,424		1,115				121,932
Provision for loan losses		2,500		3,894		-				6,394
Net interest income after provision for loan losses		18,893		95,530		1,115				115,538
Total noninterest income		8,392		20,035		-				28,427
Total noninterest expenses		15,738		73,519		1,649		b		90,906
Income before income taxes		11,547		42,046		(534	)			53,059
Provision for income taxes		4,333		20,071		(203	)	d		24,201
Net income before minority interest		7,214		21,975		(331	)			28,858
Net income attributable to minority interest		-		1,907		-				1,907
Net income to common shareholders	$	7,214	$	20,068	$	(331	)		$	26,951
PER COMMON SHARE
Net income basic	$	1.88	$	1.45	$	(0.14	)		$	1.67
Net income diluted	$	1.85	$	1.41	$	(0.14	)		$	1.63
Average shares outstanding, basic		3,840,287		13,800,595		2,325,286				16,125,881
Average shares outstanding, diluted		3,906,792		14,193,433		2,364,930				16,558,363

Notes to Pro Forma Unaudited Income Statement Consolidations for the Year Ended December 31, 2017

1. The pro forma income statement assumes that the merger of NCC and Landmark occurred at the beginning of the earliest period presented and that purchase accounting marks were applied to the Landmark balance sheet as of January 1, 2017.

a. Entry to record the accretable yield recognized during the period. The accretable portion of the recorded discount will be accreted using an effective yield method.

b. Entry to amortize the fair value adjustment on the FHLB advances.

c. Entry to record the core deposit amortization during the period. The core deposit intangible will be amortized over seven years using an accelerated method.

d. Entry to record tax effect of the pro forma adjustments assuming a tax rate of 25.25%.