SEC Form 4 · accession 0000899243-19-002556
FB Financial Corp · FBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy L. Johnson
Officer — Chief Risk Officer
Period of report
Jan 31, 2019
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 StockF1,F2 | Jan 31, 2019 | M | 3,493 | $0.00 | A | 63,872 | D | |
| Common StockF3 | Jan 31, 2019 | F | 1,054 | $0.00 | D | 62,818 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| EBI UnitsF2,F3,F1 | — | Jan 31, 2019 | M | 3,493 | D | — | — | Common Stock | 3,493 | 0 | D |
Explanation of responses
- F1The issuer granted these 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).
- F33,493 EBI Units vested on January 31, 2019. Of the 3,493 shares that vested on January 31, 2019, the issuer withheld 1,054 shares for tax purposes. As of January 31, 2019, all EBI Units held by the reporting person pursuant to the 2012 EBI Plan have fully vested.
Remarks
See Exhibit 24 - Power of Attorney