FB Financial Corp — Director's Dealing 2019

Feb 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FB Financial Corp (FBK)
CIK: 0001649749
Period of Report: 2019-01-31

Reporting Person: Evans Wilburn J. (President FirstBank Ventures)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-31	Common Stock	M	5296	$0.00	Acquired	156270	Direct
2019-01-31	Common Stock	F	2461	$0.00	Disposed	153809	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-31	EBI Units	$	M	5296	Disposed		Common Stock (5296)	Direct

Footnotes

F1: The issuer granted these 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. Following the consummation of the IPO, however, the issuer permitted participants in the 2012 EBI Plan to elect to receive, for each vested 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 EBI Units by 1.1268

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

F4: 5,296 EBI Units vested on January 31, 2019. Of the 5,296 shares that vested, the issuer withheld 2,461 shares for tax purposes. As of January 31, 2019, all EBI Units held by the reporting person pursuant to the 2012 EBI Plan have fully vested.