FB Financial Corp — Director's Dealing 2019

May 29, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FB Financial Corp (FBK)
CIK: 0001649749
Period of Report: 2018-03-16

Reporting Person: GORDON JAMES R (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-31	Common Stock	M	9239	$0.00	Acquired	21326	Direct
2019-01-31	Common Stock	F	4084	$0.00	Disposed	17242	Direct
2018-03-16	Common Stock	F	594	$40.96	Disposed	12087	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-31	EBI Units	$	M	9239	Disposed		Common Stock (9239)	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, for each 2012 EBI Unit held, 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 IPO, however, the issuer permitted participants in the 2012 EBI Plan to elect to receive, for each vested 2012 EBI Unit,

F2: (Continued from footnote 1) 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). The reporting person elected to settle all of these EBI Units for shares of issuer common stock.

F3: All EBI Units held by the reporting person pursuant to the 2012 EBI Plan vested in full as of January 31, 2019. Of the 9,239 shares that vested, the issuer withheld 4,084 shares for tax purposes.

F4: On March 16, 2018, approximately a third of the restricted stock units ("RSUs") granted pursuant to the issuer's 2016 Incentive Plan, for the insider's performance during 2016, vested. Of the 2,439 shares that vested, the issuer withheld 594 shares for tax purposes.