FB Financial Corp — Director's Dealing 2018

Oct 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FB Financial Corp (FBK)
CIK: 0001649749
Period of Report: 2018-09-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-28	Common Stock	A	3190	$39.18	Acquired	13503589	Direct
2018-09-28	Common Stock	F	900	$39.18	Disposed	13502689	Direct
2018-05-04	Common Stock	G	76	$0.00	Disposed	6571	Indirect
2018-01-31	Common Stock	G	111	$0.00	Disposed	6460	Indirect
2018-03-31	Common Stock	G	79	$0.00	Disposed	6381	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-04	Restricted Stock Units (obligation to sell)	$	X	76	Disposed		Common Stock (1882)	Indirect
2018-01-31	Restricted Stock Units (obligation to sell)	$	X	111	Disposed		Common Stock (4765)	Indirect
2018-03-31	Restricted Stock Units (obligation to sell)	$	X	79	Disposed		Common Stock (4654)	Indirect

Footnotes

F1: On September 28, 2018, FB Financial Corporation (the "Company") issued 3,190 shares of common stock, par value $1.00 per share, of the Company ("Common Stock") to the reporting person in lieu of his salary, which such shares were fully vested on the date of issuance, and withheld 900 shares of Common Stock to satisfy a tax withholding obligation, resulting in the issuance of 2,290 shares of Common Stock to the reporting person.

F2: As reported in Forms 4 filed with the Securities and Exchange Commission on November 30, 2017, January 4, 2018 April 3, 2018, and July 3, 2018, the reporting person, for no consideration, previously transferred to Ayers Asset Management, Inc. ("AAM") 8,169 shares of Common Stock that the Company paid him as compensation for services rendered to the Company.

F3: AAM issued 8,169 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. The 8,169 RSUs that were awarded to Grantees are convertible on a one-for-one (1:1) basis into a corresponding number of shares of Common Stock.

F4: On May 4, 2018, a Grantee's employment with AAM was terminated, and, as a result of such termination, the Grantee forfeited 76 unvested RSUs. The 76 unvested RSUs immediately and automatically (i) were gifted to the Middle Tennessee Council, Inc., Boy Scouts of America (the "Boy Scouts"), (ii) vested in their entirety and (iii) were converted on a one-for-one (1:1) basis into a number of shares of Common Stock.

F5: On January 31, 2018, a Grantee's employment with AAM was terminated, and, as a result of such termination, the Grantee forfeited 111 unvested RSUs. The 111 unvested RSUs immediately and automatically (i) were gifted to the Boy Scouts, (ii) vested in their entirety and (iii) were converted on a one-for-one (1:1) basis into a number of shares of Common Stock.

F6: On March 31, 2018, a Grantee's employment with AAM was terminated, and, as a result of such termination, the Grantee forfeited 79 unvested RSUs. The 79 unvested RSUs immediately and automatically (i) were gifted to the Boy Scouts, (ii) vested in their entirety and (iii) were converted on a one-for-one (1:1) basis into a number of shares of Common Stock.