SEC Form 4 · accession 0000899243-19-002554
FB Financial Corp · FBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James R Gordon
Officer — CFO and Secretary
Period of report
Mar 16, 2018
Accepted (ET)
Feb 4, 2019 · 9:43 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 | Jan 31, 2019 | M | 9,239 | $0.00 | A | 21,326 | D | |
| Common StockF4 | Jan 31, 2019 | F | 4,084 | $0.00 | D | 17,242 | D | |
| Common Stock | Mar 16, 2018 | F | 594 | $40.96 | D | 12,087 | 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 | — | Jan 31, 2019 | M | 9,239 | D | — | — | Common Stock | 9,239 | 0 | 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.
- F2(Continued from footnote 1) 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 (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.
- F4All EBI Units held by the reporting person pursuant to the 2012 EBI Plan vested in full as of January 31, 2019. Of the 9,239 shares that vested, the issuer withheld 4,084 shares for tax purposes.
- F5On March 16, 2018, approximately a third of the restricted stock units ("RSUs") granted pursuant to the issuer's 2016 Incentive Plan, for the insider's performance during 2016, vested. Of the 2,439 shares that vested, the issuer withheld 594 shares for tax purposes.
Remarks
See Exhibit 24 - Power of Attorney