FB Financial Corp — Director's Dealing 2016

Sep 15, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FB Financial Corp (FBK)
CIK: 0001649749
Period of Report: 2016-09-15

Reporting Person: Evans Wilburn J. (President FirstBank Ventures)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
EBI Units	$		Common Stock (17500)		Direct
EBI Units	$		Common Stock (7000)		Direct

Footnotes

F1: 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.

F2: (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.

F3: 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.

F4: The EBI Units were granted pursuant to the Preferred EBI Plan and vest on December 31, 2017.