SEC Form 4 · accession 0000899243-18-004635
FB Financial Corp · FBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wilburn J. Evans
Officer — President FirstBank Ventures
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 6:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001649749
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF4,F1,F2,F3 | Feb 15, 2018 | M | 6,535 | $0.00 | A | 150,983 | D | |
| Common Stock | Feb 15, 2018 | F | 2,138 | $41.99 | D | 148,845 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| EBI UnitsF4,F1,F2,F3 | — | Feb 15, 2018 | M | 6,535 | D | — | — | Common Stock | 6,535 | 5,296 | D |
Explanation of responses
- F1The issuer granted these EBI Units (the "2012 EBI Units") to the reporting person pursuant to the FirstBank 2012 Equity Based Incentive Plan (the "2012 EBI Plan"). Prior to the consummation of the issuer's initial public offering (the "IPO"), on or shortly following the vesting date, the reporting person was to receive an amount in cash equal to the fair market value of a share of common stock on the December 31 immediately preceding the payment date. Following the consummation of the IPO, however, the issuer permitted participants in the 2012 EBI Plan to elect to receive, for each vested 2012 EBI Unit, either (i) an amount of cash equal to the fair market value of a share of issuer common stock on the December 31 immediately preceding the payment date or (ii) a number of shares of issuer common stock equal to the product obtained from multiplying the number of vested 2012 EBI Units by 1.1268
- F2(Continued from Footnote 1) (determined by dividing $21.4085, the fair market value per 2012 EBI Unit as determined under the 2012 EBI Plan, by $19.00, the IPO price).
- F3The reporting person elected to settle all of these EBI Units for shares of issuer common stock.
- F47,887 EBI Units vested on January 31, 2017, 6,535 EBI Units vested on January 31, 2018 and 5,296 EBI Units will vest on January 31, 2019.