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 |
| |||||||||||||||
| 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 FB Financial Corp [ FBK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 01/31/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 01/31/2019 | M(1)(2)(3) | 5,296(4) | A | $0.00(1)(2)(3) | 156,270 | D | |||
| Common Stock | 01/31/2019 | F(4) | 2,461(4) | D | $0.00 | 153,809 | 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 | ||||||||
| EBI Units | (1)(2)(3) | 01/31/2019 | M | 5,296(4) | (4) | (1)(2)(4) | Common Stock | 5,296 | $0.00(1)(2)(3) | 0(4) | D | ||||
| Explanation of Responses: |
| 1. The issuer granted these EBI Units to the reporting person pursuant to the FirstBank 2012 Equity Based Incentive Plan (the "2012 EBI Plan"). Prior to the consummation of the issuer's initial public offering (the "IPO"), on or shortly following the vesting date, the reporting person was to 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. Following the consummation of the IPO, however, the issuer permitted participants in the 2012 EBI Plan to elect to receive, for each vested EBI Unit, either (i) an amount of cash equal to the fair market value of a share of issuer common stock on the December 31 immediately preceding the payment date or (ii) a number of shares of issuer common stock equal to the product obtained from multiplying the number of vested EBI Units by 1.1268 |
| 2. (Continued from Footnote 1) (determined by dividing $21.4085, the fair market value per EBI Unit as determined under the 2012 EBI Plan, by $19.00, the IPO price). |
| 3. The reporting person elected to settle all of these EBI Units for shares of issuer common stock. |
| 4. 5,296 EBI Units vested on January 31, 2019. Of the 5,296 shares that vested, the issuer withheld 2,461 shares for tax purposes. As of January 31, 2019, all EBI Units held by the reporting person pursuant to the 2012 EBI Plan have fully vested. |
| Remarks: |
| See Exhibit 24 - Power of Attorney |
| /s/ Beth W. Sims, as Attorney-in-Fact | 02/04/2019 | |
| ** 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. | ||