FB Financial Corp — Director's Dealing 2021

Feb 16, 2021

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FB Financial Corp (FBK)
CIK: 0001649749
Period of Report: 2020-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-08	Common Stock	G	151	—	Disposed	5230	Indirect
2021-01-31	Common Stock	X	390	—	Disposed	4840	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-08	Restricted Stock Units (obligation to sell)	$	X	151	Disposed		Common Stock (151.0)	Indirect
2021-01-31	Restricted Stock Units (obligation to sell)	$	X	390	Disposed		Common Stock (390.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13616903	Direct

Footnotes

F1: As reported in Forms 4 filed with the Securities and Exchange Commission (the "SEC") on November 30, 2017, January 4, 2018 April 3, 2018, and July 3, 2018, the reporting person, for no consideration, previously transferred to Ayers Asset Management, Inc. ("AAM") 8,169 shares of Common Stock that the Company paid him as compensation for services rendered to the Company. AAM issued 8,169 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 8,169 RSUs that were awarded to Grantees are convertible on a one-for-one basis into a corresponding number of shares of Common Stock.

F2: On September 8, 2020, as a result of a Grantee's departure from with AAM, the Grantee forfeited 151 unvested RSUs, which were (i) vested in their entirety, (ii) converted on a one-for-one basis into shares of Common Stock, and (iii) immediately and automatically gifted to the Middle Tennessee Council, Inc., Boy Scouts of America.

F3: On February 1, 2021, 390 restricted stock units ("RSUs") vested in certain AAM employees pursuant to the grant of RSUs described in prior Form 4 filings. For more information regarding the issuance and vesting provisions of these RSUs, please see the Form 4 previously filed with the SEC on October 2, 2018 and July 3, 2018.