SEC Form 4 · accession 0000899243-18-009290
Franklin Financial Network Inc. · FSB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anil Patel
Director
Period of report
Apr 1, 2018
Accepted (ET)
Apr 3, 2018 · 5:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001407067
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Apr 1, 2018 | J | 58,002 | — | A | 58,002 | D | |
| Common StockF3 | Apr 1, 2018 | J | 46,402 | — | A | 46,402 | I | By Wife |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F5,F4 | $27.13 | Apr 1, 2018 | J | 45,153 | A | — | Apr 1, 2020 | Common Stock | 45,153 | 45,153 | D |
Explanation of responses
- F1On April 1, 2018 (the "Effective Date"), Civic Bank & Trust ("Civic") merged with and into Franklin Synergy Bank, a wholly-owned subsidiary of Franklin Financial Network, Inc. (the "Issuer") (the "Merger"). Effective as of the Effective Date, the reporting person was appointed to the Board of Directors of the Issuer. Pursuant to the terms of the Agreement and Plan of Reorganization and Bank Merger, as amended (the "Merger Agreement"), (i) each outstanding share of Civic common stock was exchanged for 0.3686 shares of the Issuer's common stock, and (ii) each option to purchase a share of common stock of Civic was converted into an option to purchase a share of common stock of the Issuer multiplied by 0.3686, and the exercise price of the resulting option became the exercise price of such option to purchase a share of Civic common stock divided by 0.3686.
- F2Received in exchange for 157,360 shares of Civic common stock in connection with the Merger.
- F3Received in exchange for 125,888 shares of Civic common stock in connection with the Merger.
- F4The option fully vested upon the consummation of the Merger pursuant to the terms of the reporting person's option agreement with Civic.
- F5Received in the Merger in exchange for a stock option to purchase 122,500 shares of Civic common stock for $10.00 per share.