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: Holmes Christopher T (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-31	Common Stock	M	15437	$0.00	Acquired	230872	Direct
2019-01-31	Common Stock	F	6611	$0.00	Disposed	224261	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-31	EBI Units	$	M	15437	Disposed		Common Stock (15437)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	169060	Indirect
Common Stock	100	Indirect
Common Stock	100	Indirect
Common Stock	100	Indirect

Footnotes

F1: These shares are held in a revocable trust (the "Trust") for the benefit of the reporting person and his spouse, who are the beneficiaries and co-trustees of the Trust.

F2: 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.

F3: (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 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 (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).

F4: The reporting person elected to settle all of these EBI Units for shares of issuer common stock.

F5: 15,437 EBI Units vested on January 31, 2019. Of the 15,437 shares that vested, the issuer withheld 6,611 shares for tax purposes.