FB Financial Corp — Director's Dealing 2017

Mar 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FB Financial Corp (FBK)
CIK: 0001649749
Period of Report: 2017-01-31

Reporting Person: Johnson Timothy L. (Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-31	Common Stock	M	8759	$0.00	Acquired	59759	Direct
2017-01-31	Common Stock	D	2800	$25.95	Disposed	56959	Direct
2017-01-31	Common Stock	F	1664	$25.95	Disposed	55295	Direct
2017-03-16	Common Stock	A	2016	$0.00	Acquired	57211	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-31	EBI Units	$	M	5959	Disposed		Common Stock (5959)	Direct
2017-01-31	EBI Units	$	M	2800	Disposed		Common Stock (2800)	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: Following the consummation of the issuer's initial public offering (the "IPO"), the issuer permitted 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.

F3: EBI Units granted under the 2012 EBI Plan were adjusted to prevent dilution of these EBI Units as a result of the IPO, as follows: (i) the number of EBI Units granted under the 2012 EBI Plan, multiplied by (ii) 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).

F4: Reflects cash settlement of EBI Units.

F5: Reflects restricted stock units (RSUs) granted pursuant to the issuer's 2016 Incentive Plan, which RSUs vest in three approximately equal annual installments on each of the first three anniversaries of the date of grant, subject to the reporting person's continued employment with the issuer on each such date.

F6: The EBI Units were granted pursuant to the 2012 EBI Plan and vested on January 31, 2017.

F7: The EBI Units were granted pursuant to the Preferred EBI Plan and vested on January 31, 2017.