SEC Form 4 · accession 0001140361-15-030024
PINNACLE FINANCIAL PARTNERS INC · PNFP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles E Brock
Director
Period of report
Jul 31, 2015
Accepted (ET)
Aug 5, 2015 · 6:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001115055
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| PNFP Common StockF1 | Jul 31, 2015 | A | 22,500 | — | A | 22,500 | D | |
| PNFP Common StockF2 | Aug 3, 2015 | A | 753 | $0.00 | A | 23,253 | D | |
| PNFP Common StockF3,F4 | Jul 31, 2015 | A | 8,910 | — | A | 8,910 | I | By spouse as TNUTMA custodian for daughters |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (right to buy)F5 | $13.34 | Jul 31, 2015 | A | 18,750 | A | Jul 31, 2015 | Apr 19, 2017 | Common Stock | 18,750 | 18,750 | D |
| Director Stock Option (right to buy)F6 | $20.00 | Jul 31, 2015 | A | 2,746 | A | Jul 31, 2015 | Dec 31, 2019 | Common Stock | 2,746 | 2,746 | D |
| Director Stock Option (right to buy)F7 | $20.00 | Jul 31, 2015 | A | 2,806 | A | Jul 31, 2015 | Dec 31, 2021 | Common Stock | 2,806 | 2,806 | D |
| Director Stock Option (right to buy)F8 | $25.00 | Jul 31, 2015 | A | 1,781 | A | Jul 31, 2015 | Jan 31, 2023 | Common Stock | 1,781 | 1,781 | D |
| Director Stock Option (right to buy)F9 | $25.00 | Jul 31, 2015 | A | 5,000 | A | Jul 31, 2015 | Mar 28, 2023 | Common Stock | 5,000 | 5,000 | D |
Explanation of responses
- F1Received in exchange for 45,000 shares of CapitalMark Bank & Trust Common Stock in connection with the merger (the "Merger") of CapitalMark Bank & Trust with and into Pinnacle Bank, a wholly-owned subsidiary of Pinnacle Financial Partners, Inc. ("Pinnacle Financial") On July 31, 2015, the closing price of Pinnacle Financials' common stock was $53.09.
- F2Restricted shares with restrictions that lapse on February 28, 2016 based on attendance at Pinnacle Board and Committee meetings to which the above-named officer serves.
- F3Received in exchange for 17,820 shares of CapitalMark Bank & Trust Common Stock in connection with the Merger. On July 31, 2015, the closing price of Pinnacle Financials' common stock was $53.09.
- F4The reporting person disclaims beneficial ownership of these shares, and this report should not be deemed an admission that the reporting person is the beneficial owner of these shares for the purposes of Section 16 or for any other purposes.
- F5Received in the Merger in exchange for a stock option to acquire 37,500 shares of CapitalMark Bank & Trust common stock for $6.67 per share.
- F6Received in the Merger in exchange for a stock option to acquire 5,491 shares of CapitalMark Bank & Trust common stock for $10.00 per share.
- F7Received in the Merger in exchange for a stock option to acquire 5,611 shares of CapitalMark Bank & Trust common stock for $10.00 per share.
- F8Received in the Merger in exchange for a stock option to acquire 3,562 shares of CapitalMark Bank & Trust common stock for $12.50 per share.
- F9Received in the Merger in exchange for a stock option to acquire 10,000 shares of CapitalMark Bank & Trust common stock for $12.50 per share.