Jones J. Myers III Form 4 Franklin Financial Network / J. Myers Jones III 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

Jones J. Myers III

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2020

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	08/15/2020		D		60,839	D	(1)	0	D
Common Stock	08/15/2020		D		6,682	D	(2)	0	D
Common Stock	08/15/2020		D		2,000	D	(1)	0	I	By spouse
Common Stock	08/15/2020		D		3,986	D	(1)	0	I	By 401(k)

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
Employee Stock Option (right to buy)	$20.69	08/15/2020		D			7,309	(3)	04/30/2025	Common Stock	7,309	(3)	0	D
Employee Stock Option (right to buy)	$27	08/15/2020		D			9,014	(4)	04/01/2026	Common Stock	9,014	(4)	0	D
Employee Stock Option (right to buy)	$37.35	08/15/2020		D			7,532	(5)	04/14/2027	Common Stock	7,532	(5)	0	D
Employee Stock Option (right to buy)	$32.95	08/15/2020		D			8,847	(6)	04/16/2028	Common Stock	8,847	(6)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), among the Issuer, FB Financial Corporation ("FB Financial"), and Paisley Acquisition Corporation, in exchange for the right to receive for each share of common stock, restricted stock, or restricted stock unit (1) 0.9650 shares of common stock, par value $1.00 per share, of FB Financial ("FB Financial Common Stock"), having a market value of $29.52 per share as of the close of trading on August 14, 2020, the last trading day prior to the effective time of the merger (the "Effective Time"), and (2) $2.00 in cash (collectively, the "Merger Consideration").

2. Pursuant to the Merger Agreement, at the Effective Time, the restricted stock units ("RSUs"), which provided for vesting in equal, one-third increments on January 16, 2021, January 16, 2022, and January 16, 2023, were converted into an RSU award in respect of a number of shares of FB Financial Common Stock equal to the product of (a) the total number of shares of Issuer common stock underlying the RSU award multiplied by (ii) 1.0336, all on the same terms and conditions as applied to the corresponding Issuer RSU award.

3. Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on April 30, 2016, was converted into the right to receive the Merger Consideration in respect of each "Net Share," defined as the number of shares determined by dividing (a) the product of (1) the excess, if any, of $30.13 over the per share exercise price of the option multiplied by (2) the number of shares underlying the option, by (b) $30.13.

4. Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on April 1, 2017, was converted into the right to receive the Merger Consideration in respect of each Net Share.

5. Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in three equal annual installments beginning on April 14, 2018, was converted into the right to receive the Merger Consideration in respect of each Net Share.

6. Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in three equal annual installments beginning on April 16, 2019, was converted into the right to receive the Merger Consideration in respect of each Net Share.

Remarks:

	/s/ Mandy Garland, Attorney-in-Fact	08/18/2020
	** 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.