SMARTFINANCIAL INC. — Director's Dealing 2020

Jan 24, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMARTFINANCIAL INC. (SMBK)
CIK: 0001038773
Period of Report: 2020-01-22

Reporting Person: Davis Gregory L. (Chief Lending Officer & EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-22	Common Stock	A	2500	—	Acquired	30531	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Appreciation Right	$21.61	2021-12-31	Common Stock (3000.0)	3000	Direct
Stock Appreciation Right	$21.72	2020-12-31	Common Stock (3000.0)	3000	Direct

Footnotes

F1: On January 24, 2019, pursuant to the issuers 2015 Stock Incentive Plan (the "Plan"), the Board of Directors of the issuer approved grants of performance-based restricted stock (the "Restricted Stock Awards"). Up to 50% the restricted shares could be earned if the issuer achieved certain core diluted earnings per share targets for the fiscal year ending December 31, 2019, and up to 50% of the restricted shares could be earned if the issuer achieved certain core return on average assets targets for the 2019 fiscal year. On January 22, 2020, the Board of Directors determined that all performance goals were met and 100% of performance-based restricted stock was earned.

F2: This stock appreciation right was granted on 01/25/2018. The stock appreciation right generally vests 100% on the third anniversary of the date of the grant, subject to Mr. Davis's continuous service with the company or a subsidiary or affiliate of the company through such date. The stock appreciation right vests on an accelerated basis in full in the event of a change in control, again subject to Mr. Davis's continuous service with the company or a subsidiary or affiliate of the company through the date of the change in control.

F3: This stock appreciation right was granted on 02/23/2017. The stock appreciation right generally vests 100% on the third anniversary of the date of the grant, subject to Mr. Davis's continuous service with the company or a subsidiary or affiliate of the company through such date. The stock appreciation right vests on an accelerated basis in full in the event of a change in control, again subject to Mr. Davis's continuous service with the company or a subsidiary or affiliate of the company through the date of the change in control.