FB Financial (FBK) Form 4 FB Financial / James W. Ayers 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^*

Ayers James W.

(Last) (First) (Middle)

211 COMMERCE STREET, SUITE 300

(Street)

NASHVILLE TN 37201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FB Financial Corp [ FBK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2022

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(1)(2)	01/21/2022		G	V	132	D	$0	4,708	I	Held by Ayers Asset Management, Inc.
Common Stock(1)(3)	01/31/2022		X		4,192	D	$0	516	I	Held by Ayers Asset Management, Inc.
Common Stock(1)(3)	01/31/2022		X		516	D	$0	0	I	Held by Ayers Asset Management, Inc.
Common Stock								10,651,903	D

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
Restricted Stock Units (obligation to sell)	(1)(2)	01/21/2022		X	V		132	(1)(2)	(1)(2)	Common Stock	4,324	$0	4,192	I	Held by employees of Ayers Asset Management, Inc.
Restricted Stock Units (obligation to sell)	(1)(3)	01/31/2022		X			4,192	(1)(3)	(1)(3)	Common Stock	4,192	$0	0	I	Held by employees of Ayers Asset Management, Inc.
Restricted Stock Units (obligation to sell)	(1)(3)	01/31/2022		X			516	(1)(3)	(1)(3)	Common Stock	516	$0	0	I	Held by employees of Ayers Asset Management, Inc.

Explanation of Responses:

1. As reported in Forms 4 filed with the Securities and Exchange Commission ("SEC") on November 30, 2017, January 4, 2018 April 3, 2018, and July 3, 2018, the reporting person, for no consideration, previously transferred to Ayers Asset Management, Inc. ("AAM") 8,169 shares of Common Stock that FB Financial Corporation ("FB Financial") paid him as compensation for services rendered to FB Financial. AAM issued 8,169 Restricted Stock Units ("RSUs") to certain AAM employees (each, a "Grantee" and, collectively, the "Grantees") as additional compensation for services rendered and to be rendered by such Grantees to AAM. The 8,169 RSUs that were awarded to Grantees are convertible on a one-for-one (1:1) basis into a corresponding number of shares of Common Stock of FB Financial.

2. On January 21, 2022, as a result of a Grantee's departure from AAM, the Grantee forfeited 132 unvested RSUs, which were (i) vested in their entirety, (ii) converted on a one-for-one basis into shares of FB Financial Common Stock, and (iii) immediately and automatically gifted to the Middle Tennessee Council, Inc., Boy Scouts of America.

3. On January 31, 2022, the remaining 4,708 RSUs vested in certain AAM employees pursuant to the grant of RSUs described in prior Form 4 filings. For more information regarding the issuance and vesting provisions of these RSUs, please see the Forms 4 previously filed with the SEC on October 2, 2018 and July 3, 2018.

Remarks:

	/s/ Beth W. Sims, as Attorney-in-Fact	02/02/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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