FB Financial Corp — Director's Dealing 2018

Apr 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FB Financial Corp (FBK)
CIK: 0001649749
Period of Report: 2018-01-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-31	Common Stock	X	469	—	Disposed	7700	Indirect
2018-01-31	Common Stock	X	1053	—	Disposed	6647	Indirect
2018-03-30	Common Stock	A	2772	$40.59	Acquired	6647	Indirect
2018-03-30	Common Stock	F	912	$40.59	Disposed	6647	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-31	Restricted Stock Units (obligation to sell)	$	X	469	Disposed		Common Stock (2351)	Indirect
2018-01-31	Restricted Stock Units (obligation to sell)	$	X	1053	Disposed		Common Stock (1053)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17180000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units (obligation to sell)	$		Common Stock (4765)	4765	Indirect

Footnotes

F1: As previously reported in a Form 4 filed with the Securities and Exchange Commission ("SEC") on November 30, 2017 , the reporting person, for no consideration, (i) transferred to Ayers Asset Management, Inc. ("AAM") 2,784 shares of common stock, par value $1.00 per share ("Common Stock"), of FB Financial Corporation (the "Company") that the Company had previously paid him as compensation for services rendered to the Company (the "Transfer") and (ii) assigned to AAM his contractual right to receive an additional 5,385 shares of Common Stock that he would receive from the Company as compensation in lieu of his salary (the "Assignment"). The reporting person is the sole shareholder of AAM.

F2: (Continued from Footnote 1) Accordingly, the Transfer and the Assignment effected only a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in the shares of Common Stock and is therefore exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-13 promulgated thereunder.

F3: (Continued from Footnote 1) As previously reported in a Form 4 filed with the SEC on January 4, 2018 (the "January 2018 Form 4"), on January 2, 2018, the Company issued 2,679 shares of Common Stock to the reporting person in lieu of his salary, which such shares were fully vested on the date of issuance, and withheld 823 shares of Common Stock to satisfy a tax withholding obligation resulting from the issuance of the 2,679 shares of Common Stock. Immediately thereafter, in partial satisfaction of the Assignment described in Footnote 1 of this Form 4, the reporting person transferred to AAM the resulting 1,856 shares of Common Stock. Accordingly, as of January 4, 2018, AAM has received 4,640 shares of Common Stock and will continue to have a contractual right to receive from the reporting person the remaining 3,529 shares of Common Stock owed pursuant to the Assignment.

F4: On March 30, 2018, the Company issued 2,772 shares of Common Stock to the reporting person in lieu of his salary, which such shares were fully vested on the date of issuance, and withheld 912 shares of Common Stock to satisfy a tax withholding obligation resulting from the issuance of the 2,772 shares of Common Stock. Immediately thereafter, in partial satisfaction of the Assignment described in Footnote 1 of this Form 4, the reporting person transferred to AAM the resulting 1,860 shares of Common Stock. Accordingly, as of April 3, 2018, AAM has received from the reporting person 6,500 shares of Common Stock and will continue to have a contractual right to receive from the reporting person the remaining 1,669 shares of Common Stock owed pursuant to the Assignment.

F5: As previously reported in the January 2018 Form 4, AAM issued 5,054 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 number of RSUs that were awarded to a Grantee are convertible on a one-for-one (1:1) basis into a corresponding number of shares of Common Stock. 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 1, 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.

F6: (Continued from Footnote 5) 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 of Common Stock that corresponds with the number of Unvested RSUs. Since the January 2018 Form 4, AAM identified three Grantees that received the RSUs described in Footnote 5 and this Footnote 6 that should have received the RSUs discussed in Footnotes 8 and 9.

F7: (Continued from Footnote 5) Accordingly, 289 RSUs were subtracted from the 5,054 RSUs previously reported in the January 2018 Form 4.

F8: As previously reported in the January 2018 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 of Common Stock. 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.

F9: (Continued from Footnote 8) 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 of Common Stock that corresponds with the number of Unvested RSUs. Since the January 2018 Form 4, AAM identified three Grantees that received the RSUs described in Footnotes 5 and 6 that should have received the RSUs discussed in Footnote 8 and this Footnote 9. Accordingly, 289 RSUs were added to the 2,062 RSUs previously reported in the January 2018 Form 4.

F10: (Continued from Footnote 8) In addition, on January 31, 2018, 469 of the RSUs described in Footnote 8, 9 and this Footnote 10 vested with the underlying shares of Common Stock being issued to the Grantees.

F11: As previously reported in the January 2018 Form 4, AAM issued 1,053 RSUs to certain Grantees as additional compensation for services rendered and to be rendered by such Grantees to AAM. These 1,053 RSUs are convertible on a one-for-one (1:1) basis into a corresponding number of shares of Common Stock. These 1,053 RSUs 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.

F12: (Continued from Footnote 11) 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 of Common Stock that corresponds with the number of Unvested RSUs. In addition, on January 31, 2018, the 1,053 RSUs described in Footnote 11 and this Footnote 12 vested with the underlying shares of Common Stock being issued to the Grantee.