| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Franklin Financial Network Inc. [ FSB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 23,319 | D | (1) | 0 | D | |||
| Common Stock | 08/15/2020 | D | 63,459 | D | (1) | 0 | I | By SEP IRA | ||
| Common Stock | 08/15/2020 | D | 2,771 | D | (1) | 0 | I | By spouse | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Options (right to buy) | $22.35 | 08/15/2020 | D | 400 | (2) | 10/01/2025 | Common Stock | 400 | (2) | 0 | D | ||||
| Stock Options (right to buy) | $31.38 | 08/15/2020 | D | 2,000 | (3) | 01/01/2026 | Common Stock | 2,000 | (3) | 0 | D | ||||
| Stock Options (right to buy) | $27 | 08/15/2020 | D | 2,500 | (4) | 04/01/2026 | Common Stock | 2,500 | (4) | 0 | D | ||||
| Stock Options (right to buy) | $31.36 | 08/15/2020 | D | 2,500 | (5) | 07/01/2026 | Common Stock | 2,500 | (5) | 0 | D | ||||
| Stock Options (right to buy) | $37.4 | 08/15/2020 | D | 2,500 | (6) | 10/01/2026 | Common Stock | 2,500 | (6) | 0 | D | ||||
| Stock Options (right to buy) | $41.85 | 08/15/2020 | D | 2,500 | (7) | 01/01/2027 | Common Stock | 2,500 | (7) | 0 | D | ||||
| Stock Options (right to buy) | $37.35 | 08/15/2020 | D | 3,125 | (8) | 04/15/2027 | Common Stock | 3,125 | (8) | 0 | D | ||||
| Stock Options (right to buy) | $39.6 | 08/15/2020 | D | 3,125 | (9) | 07/15/2027 | Common Stock | 3,125 | (9) | 0 | D | ||||
| Stock Options (right to buy) | $34.3 | 08/15/2020 | D | 3,125 | (10) | 10/15/2027 | Common Stock | 3,125 | (10) | 0 | D | ||||
| Stock Options (right to buy) | $36.4 | 08/15/2020 | D | 3,125 | (11) | 01/15/2028 | Common Stock | 3,125 | (11) | 0 | D | ||||
| Stock Options (right to buy) | $32.95 | 08/15/2020 | D | 3,000 | (12) | 04/16/2028 | Common Stock | 3,000 | (12) | 0 | D | ||||
| Stock Options (right to buy) | $36.25 | 08/15/2020 | D | 3,000 | (13) | 07/16/2028 | Common Stock | 3,000 | (13) | 0 | D | ||||
| Stock Options (right to buy) | $36.78 | 08/15/2020 | D | 3,000 | (14) | 10/15/2028 | Common Stock | 3,000 | (14) | 0 | D | ||||
| Stock Options (right to buy) | $27.72 | 08/15/2020 | D | 3,000 | (15) | 01/15/2029 | Common Stock | 3,000 | (15) | 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, 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 option, which provided for vesting in five equal annual installments beginning on October 1, 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. |
| 3. Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on January 1, 2017, was converted into the right to receive the Merger Consideration in respect of each Net Share. |
| 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 five equal annual installments beginning on July 1, 2017, 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 five equal annual installments beginning on October 1, 2017, was converted into the right to receive the Merger Consideration in respect of each Net Share. |
| 7. Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on January 1, 2018, was converted into the right to receive the Merger Consideration in respect of each Net Share. |
| 8. Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on April 15, 2018, was converted into the right to receive the Merger Consideration in respect of each Net Share. |
| 9. Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on July 15, 2018, was converted into the right to receive the Merger Consideration in respect of each Net Share. |
| 10. Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on October 15, 2018, was converted into the right to receive the Merger Consideration in respect of each Net Share. |
| 11. Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on January 15, 2019, was converted into the right to receive the Merger Consideration in respect of each Net Share. |
| 12. 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. |
| 13. Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in three equal annual installments beginning on July 16, 2019, was converted into the right to receive the Merger Consideration in respect of each Net Share. |
| 14. Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in three equal annual installments beginning on October 15, 2019, was converted into the right to receive the Merger Consideration in respect of each Net Share. |
| 15. Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in three equal annual installments beginning on January 15, 2020, 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. | ||
