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) 01/17/2019 | 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) |
Common Stock(1) | 5,351 | D |
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(2) | (2) | (2) | Common Stock | 2,800 | (2) | D |
Explanation of Responses: |
1. Includes 4,900 restricted stock units ("RSUs") granted pursuant to the issuer's 2016 Incentive Plan. These RSUs convert on a 1:1 basis into shares of the issuer's Common Stock. These 4,900 RSUs have vested or will vest as follows: (i) 854 vest in full on September 21, 2021; (ii) 1,195 will vest in approximately two equal installments on March 16, 2019 and March 16, 2020, with a prior vesting installment of 597 RSUs occurring on March 16, 2018; (iii) 1,506 vest in approximately three equal installments on March 1, 2019, March 1, 2020, and March 1, 2021; and (iv) 1,345 vest in approximately three equal installments on November 2, 2019, November 2, 2020, and November 2, 2021. |
2. 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 EBI Units vest in full on January 31, 2019. For each EBI Unit vested to such reporting person, the reporting person has elected to receive either (i) 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 or (ii) a number of shares of issuer common stock determined pursuant to the following conversion formula: (a) the number of EBI Units outstanding under the 2012 EBI Plan, multiplied by: (b) 1.13 (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). Prior to the filing of this Form 3, the reporting person elected to receive an amount in cash that will be determined by applying the formula above. |
Remarks: |
See Exhibit 24 - Power of Attorney |
/s/ Beth W. Sims, as Attorney-in-Fact | 01/28/2019 | |
** 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 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. |