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: Holmes Christopher T (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-14	Common Stock	J	183761	—	Disposed	34127	Direct
2020-12-16	Common Stock	G	300	—	Disposed	352221	Indirect
2020-12-30	Common Stock	J	327775	—	Disposed	24446	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	303	Indirect
Common Stock	303	Indirect
Common Stock	303	Indirect
Common Stock	327775	Indirect

Footnotes

F1: On April 14, 2020, the reporting person transferred 183,761 shares of common stock (the "April Shares") into the Susan P. Holmes Revocable Living Trust (the "Revocable Trust"). After accounting for the transfer of the April Shares (the "April Transfer"), the reporting person had direct beneficial ownership of 34,127 shares of common stock and indirect beneficial ownership 352,521 shares of common stock held through the Revocable Trust. The reporting person and his spouse are the beneficiaries and co-trustees of the Revocable Trust. Accordingly, the April Transfer effected only a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in the April Shares and is therefore exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16a-13 promulgated thereunder and was not required to be reported on a prior Form 4.

F2: This line item reflects three separate gifts from the Revocable Trust of 100 shares to each of the reporting person's three daughters (the "Gifts").

F3: These line items reflect the Gifts as well as 3 shares received by each of the reporting person's daughters pursuant to the issuer's Dividend Reinvestment Plan.

F4: On November 27, 2020, the Susan Panni Holmes 2020 GST-Exempt Family Trust (the "GST Trust") was formed. Thereafter, on December 30, 2020, the reporting person transferred 327,775 shares of common stock (the "December Shares") from the Revocable Trust into the GST Trust (the "December Transfer"). After accounting for the transfer of the December Shares, the reporting person had indirect beneficial ownership of 24,446 shares of common stock held through the Revocable Trust and indirect beneficial ownership of 327,775 shares of common stock held through the GST Trust. The shares held in the GST Trust are held for the benefit of the reporting person and his spouse, who are the beneficiaries and co-trustees of the GST Trust.

F5: (Continued from footnote 4.) Accordingly, the December Transfer effected only a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in the December Shares and is therefore exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder and was not required to be reported on a prior Form 4.