SEC Form 4 · accession 0000899243-18-000516

FB Financial Corp · FBK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1As previously reported in a Form 4 filed with the Securities and Exchange Commission on November 30, 2017 (the "Prior Form 4"), the reporting person, for no consideration, (i) transferred to Ayers Asset Management, Inc. ("AAM") 2,784 shares of common stock, par value $1.00 per share ("Common Stock"), of FB Financial Corporation (the "Company") that the Company had previously paid him as compensation for services rendered to the Company (the "Transfer") and (ii) assigned to AAM his contractual right to receive an additional 5,385 shares of Common Stock that he would receive from the Company as compensation in lieu of his salary (the "Assignment"). The reporting person is the sole shareholder of AAM.
• F10(Continued from Footnote 9) If the Grantee's employment with AAM terminates prior to vesting for any reason (other than as a result of the Grantee's death or disability as described in clause (ii) in the immediately preceding sentence), then the Grantee shall forfeit any unvested RSUs as of the date of such termination. In the event of such a forfeiture, the Unvested RSUs shall thereafter immediately and automatically (i) be transferred to the Boy Scouts, (ii) vest in their entirety and (iii) be converted on a one-for-one (1:1) basis into a number of shares of Common Stock that corresponds with the number of Unvested RSUs.
• F2(Continued from Footnote 1) Accordingly, the Transfer and the Assignment effected only a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in the shares of Common Stock and is therefore exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-13 promulgated thereunder.
• F3(Continued from Footnote 1) On January 2, 2018, the Company issued 2,679 shares of Common Stock to the reporting person in lieu of his salary, which such shares were fully vested on the date of issuance, and withheld 823 shares of Common Stock to satisfy a tax withholding obligation resulting from the issuance of the 2,679 shares of Common Stock. Immediately thereafter, in partial satisfaction of the Assignment described in Footnote 1 of this Form 4, the reporting person transferred to AAM the resulting 1,856 shares of Common Stock. Accordingly, as of January 4, 2018, AAM has received 4,640 shares of Common Stock and will continue to have a contractual right to receive from the reporting person the remaining 3,529 shares of Common Stock owed pursuant to the Assignment.
• F4As previously reported in the Prior Form 4, on November 30, 2017, AAM issued 3,988 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 number of RSUs that were awared to a Grantee are convertible on a one-for-one (1:1) basis into a corresponding number of shares of Common Stock. The RSUs that were awarded to a respective Grantee will vest in their entirety and become non-forfeitable on the earliest to occur of the following: (i) January 1, 2022, subject to the Grantee's continued employment with AAM on such date; (ii) the date of termination of the Grantee's employment by AAM as a result of the Grantee's death or disability; or (iii) the date of the reporting person's death.
• F5(Continued from Footnote 4) If the Grantee's employment with AAM terminates prior to vesting for any reason (other than as a result of the Grantee's death or disability as described in clause (ii) in the immediately preceding sentence), then the Grantee shall forfeit any unvested RSUs as of the date of such termination (the "Unvested RSUs"). In the event of such a forfeiture, the Unvested RSUs shall thereafter immediately and automatically (i) be transferred to the Middle Tennessee Council, Inc., Boy Scouts of America (the "Boy Scouts"), (ii) vest in their entirety and (iii) be converted on a one-for-one (1:1) basis into a number of shares of Common Stock that corresponds with the number of Unvested RSUs.
• F6(Continued from Footnote 4) In addition, as previously reported in the Prior Form 4, on November 30, 2017, AAM issued 2,119 RSUs to certain Grantees as additional compensation for services rendered and to be rendered by such Grantees to AAM. Subsequently, effective as of January 4, 2018, the board of directors of AAM (the "AAM Board") approved an amendment to the vesting schedule of 1,066 of those 2,119 RSUs such that the vesting schedule now matches the vesting schedule of the 3,988 RSUs described in Footnote 4 of this Form 4. The conversion and forfeiture provisions governing these 1,066 RSUs were not changed by the AAM Board and are the same as the 3,988 RSUs described in Footnotes 4 and 5 of this Form 4. Accordingly, those 1,066 RSUs have been added to the previously reported 3,988 RSUs.
• F7As previously reported in the Prior Form 4, on November 30, 2017, AAM issued 2,062 RSUs to certain Grantees as additional compensation for services rendered and to be rendered by such Grantees to AAM. These RSUs are convertible on a one-for-one (1:1) basis into a corresponding number of shares of Common Stock. The RSUs that were awarded to these Grantees will vest and become non-forfeitable as follows: (i) the RSUs will vest in five equal annual installments on January 31, 2018, January 31, 2019, January 31, 2020, January 31, 2021 and January 31, 2022, subject to the Grantee's continued employment with AAM on each such date; (ii) any unvested RSUs will vest on the date of termination of the Grantee's employment by AAM as a result of the Grantee's death or disability; or (iii) any unvested RSUs will vest on the date of the reporting person's death.
• F8(Continued from Footnote 7) If the Grantee's employment with AAM terminates prior to any of the foregoing vesting dates for any reason (other than as a result of the Grantee's death or disability as described in clause (ii) in the immediately preceding sentence), then the Grantee shall forfeit the Unvested RSUs as of the date of such termination. In the event of such a forfeiture, the Unvested RSUs shall thereafter immediately and automatically (i) be transferred to the Boy Scouts, (ii) vest in their entirety and (iii) be converted on a one-for-one (1:1) basis into a number of shares of Common Stock that corresponds with the number of Unvested RSUs.
• F9As previously reported in the Prior Form 4, on November 30, 2017, AAM issued 2,119 RSUs to certain Grantees as additional compensation for services rendered and to be rendered by such Grantees to AAM. As discussed in Footnote 6 above, 1,053 of the initially issued 2,119 RSUs are now held by one Grantee and continue to have the same conversion, vesting and forfeiture provisions as reported in the Prior Form 4. These 1,053 RSUs are convertible on a one-for-one (1:1) basis into a corresponding number of shares of Common Stock. These 1,053 RSUs will vest in their entirety and become non-forfeitable on the earliest to occur of the following: (i) January 31, 2018, subject to the Grantee's continued employment with AAM on such date; (ii) on the date of termination of the Grantee's employment by AAM as a result of the Grantee's death or disability; or (iii) the date of the reporting person's death.