FB Financial Corp — Director's Dealing 2022

Feb 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FB Financial Corp (FBK)
CIK: 0001649749
Period of Report: 2022-01-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-21	Common Stock	G	132	—	Disposed	4708	Indirect
2022-01-31	Common Stock	X	4192	—	Disposed	516	Indirect
2022-01-31	Common Stock	X	516	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-21	Restricted Stock Units (obligation to sell)	$	X	132	Disposed		Common Stock (4324.0)	Indirect
2022-01-31	Restricted Stock Units (obligation to sell)	$	X	4192	Disposed		Common Stock (4192.0)	Indirect
2022-01-31	Restricted Stock Units (obligation to sell)	$	X	516	Disposed		Common Stock (516.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10651903	Direct

Footnotes

F1: As reported in Forms 4 filed with the Securities and Exchange Commission ("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 FB Financial Corporation ("FB Financial") paid him as compensation for services rendered to FB Financial. 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 (1:1) basis into a corresponding number of shares of Common Stock of FB Financial.

F2: On January 21, 2022, as a result of a Grantee's departure from AAM, the Grantee forfeited 132 unvested RSUs, which were (i) vested in their entirety, (ii) converted on a one-for-one basis into shares of FB Financial Common Stock, and (iii) immediately and automatically gifted to the Middle Tennessee Council, Inc., Boy Scouts of America.

F3: On January 31, 2022, the remaining 4,708 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 Forms 4 previously filed with the SEC on October 2, 2018 and July 3, 2018.