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: Holmes Christopher T (Director, President and CEO)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
EBI Units	$		Common Stock (36600)		Direct
EBI Units	$		Common Stock (100420)		Direct
EBI Units	$		Common Stock (109762)		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"). 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. 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 equal to $21.4085, the fair market value per EBI Unit as determined under the 2012 EBI Plan, divided by the IPO price.

F2: The EBI Units vest as follows: 11,500 EBI Units on January 31, 2017 and 11,400 EBI Units on January 31, 2018, and 13,700 on January 31, 2019.

F3: The EBI Units are fully-vested and will become payable on the earlier of (i) December 31, 2016, (ii) a change in control, (iii) Mr. Holmes' separation from service by reason of his disability, or (iv) Mr. Holmes' death.

F4: The EBI Units will vest and become payable in two approximately equal installments on each of February 1, 2018 and August 1, 2019, or earlier upon (i) a change in control, (ii) Mr. Holmes' separation from service by reason of his disability, or (iii) Mr. Holmes' death. The vesting of the grant is conditioned, in each case, upon Mr. Holmes continued employment with the issuer on each vesting date.