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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/15/2016 | 3. Issuer Name and Ticker or Trading Symbol FB Financial Corp [ FBK ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 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) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| EBI Units(1)(2) | (1)(2)(3) | (1)(2)(3) | Common Stock | 17,500(3) | (1)(2) | D | |
| EBI Units(1)(2) | (1)(2)(4) | (1)(2)(4) | Common Stock | 7,000(4) | (1)(2) | D | |
| Explanation of Responses: |
| 1. The issuer has granted EBI Units to the reporting person pursuant to the FirstBank 2012 Equity Based Incentive Plan (the "2012 EBI Plan") and the FirstBank Preferred Equity Based Incentive Plan (the "Preferred EBI Plan"). On or shortly following the vesting date, the reporting person will receive an amount in cash equal to the fair market value of a share of common stock on the December 31 immediately preceding the payment date. |
| 2. (Continued from Footnote 1) Following the consummation of the issuer's initial public offering (the "IPO"), the issuer may permit participants to elect to receive, for each EBI Unit vested to such participant, either (i) an amount in cash or (ii) a number of shares of issuer common stock determined pursuant to the following conversion formula: (i) EBI Units outstanding under the Preferred EBI Plan shall convert into shares of issuer common stock on a 1 for 1 basis, and (ii) EBI Units outstanding under the 2012 EBI Plan shall convert into a number of shares of issuer common stock equal to $21.4085, the fair market value per EBI Unit as determined under the 2012 EBI Plan, divided by the IPO price. |
| 3. The EBI Units were granted pursuant to the 2012 EBI Plan and vest as follows: 7,000 on January 31, 2017, 5,800 on January 31, 2018 and 4,700 on January 31, 2019. |
| 4. The EBI Units were granted pursuant to the Preferred EBI Plan and vest on December 31, 2017. |
| Remarks: |
| See Exhibit 24 - Power of Attorney |
| /s/ Will Martin, as Attorney-in-Fact | 09/15/2016 | |
| ** 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. | ||
| 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. | ||