FB Financial Corp — Director's Dealing 2017

Dec 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FB Financial Corp (FBK)
CIK: 0001649749
Period of Report: 2017-11-28

Reporting Person: Ayers James W. (Director, Executive Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-28	Common Stock	J	8169	$0.00	Disposed	8169	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-28	Restricted Stock Units (obligation to sell)	$	J	3988	Disposed		Common Stock (3988)	Indirect
2017-11-28	Restricted Stock Units (obligation to sell)	$	J	2062	Disposed		Common Stock (2062)	Indirect
2017-11-28	Restricted Stock Units (obligation to sell)	$	J	2119	Disposed		Common Stock (2119)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17182784	Direct

Footnotes

F1: On November 30, 2017, immediately prior to the issuances of RSUs (defined below) reported in Table II of this Form 4, the reporting person (i) transferred to Ayers Asset Management, Inc. ("AAM") 2,784 shares of
common stock, par value $1.00 per share, of FB Financial Corporation ("Common Stock") and (ii) assigned to AAM his contractual right to receive an additional 5,385 shares of Common Stock (collectively, the "Shares") for no consideration (the "Transfer"). The reporting person is the sole shareholder of AAM. Accordingly, the Transfer effected only a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in the Shares and is therefore exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-13 promulgated thereunder.

F2: On November 30, 2017, immediately after the Transfer reported in Table I of this Form 4, AAM issued 3,988 Restricted Stock Units ("RSUs") to certain AAM employees (each, a "Grantee" and, collectively, the "Grantees") as additional compensation for services rendered and to be rendered by such Grantees to AAM. These RSUs are convertible on a one-for-one (1:1) basis into a corresponding number of Shares. The RSUs that were awarded to a respective Grantee will vest in their entirety and become non-forfeitable on the earliest to occur of the following: (i) January 31, 2022, subject to the Grantee's continued employment with AAM on such date; (ii) the date of termination of the Grantee's employment by AAM as a result of the Grantee's death or disability; or (iii) the date of the reporting person's death.

F3: (Continued from Footnote 2) If the Grantee's employment with AAM terminates prior to vesting for any reason (other than as a result of the Grantee's death or disability as described in clause (ii) in the immediately preceding sentence), then the Grantee shall forfeit any unvested RSUs as of the date of such termination (the "Unvested RSUs"). In the event of such a forfeiture, the Unvested RSUs shall thereafter immediately and automatically (i) be transferred to the Middle Tennessee Council, Inc., Boy Scouts of America (the "Boy Scouts"), (ii) vest in their entirety and (iii) be converted on a one-for-one (1:1) basis into a number of Shares that corresponds with the number of Unvested RSUs.

F4: On November 30, 2017, immediately after the Transfer reported in Table I of this Form 4, AAM issued 2,062 RSUs to certain Grantees as additional compensation for services rendered and to be rendered by such Grantees to AAM. These RSUs are convertible on a one-for-one (1:1) basis into a corresponding number of Shares. The RSUs that were awarded to these Grantees will vest and become non-forfeitable as follows: (i) the RSUs will vest in five equal annual installments on January 31, 2018, January 31, 2019, January 31, 2020, January 31, 2021 and January 31, 2022, subject to the Grantee's continued employment with AAM on each such date; (ii) any unvested RSUs will vest on the date of termination of the Grantee's employment by AAM as a result of the Grantee's death or disability; or (iii) any unvested RSUs will vest on the date of the reporting person's death.

F5: (Continued from Footnote 4) If the Grantee's employment with AAM terminates prior to any of the foregoing vesting dates for any reason (other than as a result of the Grantee's death or disability as described in clause (ii) in the immediately preceding sentence), then the Grantee shall forfeit the Unvested RSUs as of the date of such termination. In the event of such a forfeiture, the Unvested RSUs shall thereafter immediately and automatically (i) be transferred to the Boy Scouts, (ii) vest in their entirety and (iii) be converted on a one-for-one (1:1) basis into a number of Shares that corresponds with the number of Unvested RSUs.

F6: On November 30, 2017, immediately after the Transfer reported in Table I of this Form 4, AAM issued 2,119 RSUs to certain Grantees as additional compensation for services rendered and to be rendered by such Grantees to AAM. These RSUs are convertible on a one-for-one (1:1) basis into a corresponding number of Shares. The RSUs that were awarded to these Grantees will vest in their entirety and become non-forfeitable on the earliest to occur of the following: (i) January 31, 2018, subject to the Grantee's continued employment with AAM on such date; (ii) on the date of termination of the Grantee's employment by AAM as a result of the Grantee's death or disability; or (iii) the date of the reporting person's death.

F7: (Continued from Footnote 6) If the Grantee's employment with AAM terminates prior to vesting for any reason (other than as a result of the Grantee's death or disability as described in clause (ii) in the immediately preceding sentence), then the Grantee shall forfeit any unvested RSUs as of the date of such termination. In the event of such a forfeiture, the Unvested RSUs shall thereafter immediately and automatically (i) be transferred to the Boy Scouts, (ii) vest in their entirety and (iii) be converted on a one-for-one (1:1) basis into a number of Shares that corresponds with the number of Unvested RSUs.