FB Financial Corp — Director's Dealing 2017

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FB Financial Corp (FBK)
CIK: 0001649749
Period of Report: 2016-12-31

Reporting Person: Holmes Christopher T (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-31	Common Stock	M	113158	$0.00	Acquired	285453	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-31	EBI Units	$	M	113158	Disposed		Common Stock (113158)	Direct

Footnotes

F1: The issuer granted 100,420 EBI Units to the reporting person pursuant to the FirstBank 2012 Equity Based Incentive Plan (the "2012 EBI Plan"), pursuant to which, on or shortly following the vesting date, the reporting person would 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 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. The reporting person elected to receive shares of issuer common stock in full settlement of these EBI Units.

F2: Following the Company's IPO, EBI Units granted under the 2012 EBI Plan were adjusted to prevent dilution of such EBI Units as a result of the IPO, as follows: (i) the number of EBI Units held 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).

F3: Reflects the stock settlement of EBI Units granted under the 2012 EBI Plan.

F4: On December 31, 2016, the EBI Units were fully-vested and distributable to Mr. Holmes.