SEC Form 4 · accession 0000899243-18-025913

FB Financial Corp · FBK

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

Reporting owner

James W. Ayers

Officer — Executive Chairman · Director · 10% Owner

Period of report

Sep 28, 2018

Accepted (ET)

Oct 2, 2018 · 9:15 pm EDT

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 Stock^F1	Sep 28, 2018	A	3,190	$39.18	A	13,503,589	D
Common Stock	Sep 28, 2018	F	900	$39.18	D	13,502,689	D
Common Stock^F2,F3,F4	May 4, 2018	G	76	$0.00	D	6,571	I	Held by Ayers Asset Management, Inc.
Common Stock^F2,F3,F5	Jan 31, 2018	G	111	$0.00	D	6,460	I	Held by Ayers Asset Management, Inc.
Common Stock^F2,F3,F6	Mar 31, 2018	G	79	$0.00	D	6,381	I	Held by Ayers Asset Management, Inc.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units (obligation to sell)^F2,F3,F4	—	May 4, 2018	X	76	D	—	—	Common Stock	1,882	1,806	I
Restricted Stock Units (obligation to sell)^F2,F3,F5	—	Jan 31, 2018	X	111	D	—	—	Common Stock	4,765	4,654	I
Restricted Stock Units (obligation to sell)^F2,F3,F6	—	Mar 31, 2018	X	79	D	—	—	Common Stock	4,654	4,575	I

Explanation of responses

F1On September 28, 2018, FB Financial Corporation (the "Company") issued 3,190 shares of common stock, par value $1.00 per share, of the Company ("Common Stock") to the reporting person in lieu of his salary, which such shares were fully vested on the date of issuance, and withheld 900 shares of Common Stock to satisfy a tax withholding obligation, resulting in the issuance of 2,290 shares of Common Stock to the reporting person.
F2As reported in Forms 4 filed with the Securities and Exchange Commission on November 30, 2017, January 4, 2018 April 3, 2018, and July 3, 2018, the reporting person, for no consideration, previously transferred to Ayers Asset Management, Inc. ("AAM") 8,169 shares of Common Stock that the Company paid him as compensation for services rendered to the Company.
F3AAM issued 8,169 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 8,169 RSUs that were awarded to Grantees are convertible on a one-for-one (1:1) basis into a corresponding number of shares of Common Stock.
F4On May 4, 2018, a Grantee's employment with AAM was terminated, and, as a result of such termination, the Grantee forfeited 76 unvested RSUs. The 76 unvested RSUs immediately and automatically (i) were gifted to the Middle Tennessee Council, Inc., Boy Scouts of America (the "Boy Scouts"), (ii) vested in their entirety and (iii) were converted on a one-for-one (1:1) basis into a number of shares of Common Stock.
F5On January 31, 2018, a Grantee's employment with AAM was terminated, and, as a result of such termination, the Grantee forfeited 111 unvested RSUs. The 111 unvested RSUs immediately and automatically (i) were gifted to the Boy Scouts, (ii) vested in their entirety and (iii) were converted on a one-for-one (1:1) basis into a number of shares of Common Stock.
F6On March 31, 2018, a Grantee's employment with AAM was terminated, and, as a result of such termination, the Grantee forfeited 79 unvested RSUs. The 79 unvested RSUs immediately and automatically (i) were gifted to the Boy Scouts, (ii) vested in their entirety and (iii) were converted on a one-for-one (1:1) basis into a number of shares of Common Stock.