David H. Kemp Form 3 Franklin Financial Network / David H. Kemp ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Kemp David H.

(Last) (First) (Middle)

722 COLUMBIA AVENUE

(Street)

FRANKLIN TN 37064

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/25/2015

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	142,605	D
Common Stock	140,506	I	By spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	12/20/2017	Common Stock	6,250	10	D
Stock Option (right to buy)	(2)	02/20/2018	Common Stock	500	10	D
Stock Option (right to buy)	(3)	06/15/2019	Common Stock	3,875	11.75	D
Stock Option (right to buy)	(4)	07/22/2020	Common Stock	450	10	D
Stock Option (right to buy)	(5)	06/02/2021	Common Stock	900	10.5	D
Stock Option (right to buy)	(6)	06/01/2022	Common Stock	2,175	12	D
Stock Option (right to buy)	(7)	05/31/2023	Common Stock	2,475	13	D
Stock Option (right to buy)	(8)	06/01/2024	Common Stock	3,300	13.5	D
Warrant to Purchase Common Stock	03/30/2010	03/30/2007	Common Stock	500	12	D

Explanation of Responses:

1. The option became exercisable as to 1,250 shares on December 20, 2008; 1,250 shares on December 20, 2009; 1,250 shares on December 20, 2010; 1,250 shares on December 20, 2011; and 1,250 shares on December 20, 2012.

2. The option became exercisable as to 100 shares on February 20, 2009; 100 shares on February 20, 2010; 100 shares on February 20, 2011; 100 shares on February 20, 2012; and 100 shares on February 20, 2013.

3. The option became exercisable as to 775 shares on June 15, 2010; 775 shares on June 15, 2011; 775 shares on June 15, 2012; 775 shares on June 15, 2013; and 775 shares on June 15, 2014.

4. The option became exercisable as to 90 shares on July 22, 2011; 90 shares on July 22, 2012; 90 shares on July 22, 2013; 90 shares on July 22, 2014; and becomes exercisable as to the remaining 90 shares on July 22, 2015.

5. The option became exercisable as to 180 shares on June 2, 2012; 180 shares on June 2, 2013; 180 shares on June 2, 2014; and becomes exercisable as to 180 shares on June 2, 2015 and 180 shares on June 2, 2016.

6. The option became exercisable as to 435 shares on June 1, 2013; 435 shares on June 1, 2014; and becomes exercisable as to 435 shares on June 1, 2015, 435 shares on June 1, 2016 and 435 shares on June 1, 2017.

7. The option became exercisable as to 495 shares on May 31, 2014; and becomes exercisable as to 495 shares on May 31, 2015, 495 shares on May 31, 2016, 495 shares on May 31, 2017 and 495 shares on May 31, 2018.

8. The option becomes exercisable as to 660 shares on June 1, 2015, 660 shares on June 1, 2016, 660 shares on June 1, 2017, 660 shares on June 1, 2018 and 660 shares on June 1, 2019.

Remarks:

	/s/ Lori Metrock, Attorney-in-Fact	03/25/2015
	** 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 5 (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.
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