FB Financial Corp — Director's Dealing 2018

Feb 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FB Financial Corp (FBK)
CIK: 0001649749
Period of Report: 2018-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-15	Common Stock	M	12845	$0.00	Acquired	322129	Direct
2018-02-15	Common Stock	F	3649	$41.99	Disposed	318480	Direct
2018-02-15	Common Stock	M	61838	$0.00	Acquired	380318	Direct
2018-02-15	Common Stock	F	20761	$41.99	Disposed	359557	Direct
2018-02-15	Common Stock	A	299	$33.34	Acquired	359856	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-15	EBI Units	$	M	12845	Disposed		Common Stock (12845)	Direct
2018-02-15	EBI Units	$	M	61838	Disposed		Common Stock (61838)	Direct

Footnotes

F1: The issuer granted these EBI Units (the "2012 EBI Units") to the reporting person pursuant to the FirstBank 2012 Equity Based Incentive Plan (the "2012 EBI Plan"). Prior to the consummation of the issuer's initial public offering (the "IPO"), on or shortly following the vesting date, the reporting person was to 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: (Continued from footnote 1) Following the consummation of the IPO, however, the issuer permitted participants in the 2012 EBI Plan to elect to receive, for each vested 2012 EBI Unit, either (i) an amount of cash equal to the fair market value of a share of issuer common stock on the December 31 immediately preceding the payment date or (ii) a number of shares of issuer common stock equal to the product obtained from multiplying the number of vested 2012 EBI Units by 1.1268 (determined by dividing $21.4085, the fair market value per 2012 EBI Unit as determined under the 2012 EBI Plan, by $19.00, the IPO price).

F3: The reporting person elected to settle all of these EBI Units for shares of issuer common stock.

F4: 12,958 EBI Units vested on January 31, 2017, 12,845 EBI Units vested on January 31, 2018 and 15,437 EBI Units will vest on January 31, 2019.

F5: The EBI Units will vest and become payable in two approximately equal installments on each of February 1, 2018 and August 1, 2019, or earlier upon (i) a change in control, (ii) Mr. Holmes' separation from service by reason of his disability, or (iii) Mr. Holmes' death. The vesting of the grant is conditioned, in each case, upon Mr. Holmes continued employment with the issuer on each vesting date.

F6: These shares were acquired under the FB Financial Corporation 2016 Employee Stock Purchase Plan in a transaction that was exempt under Rule 16b-3(c).