SEC Form 4 · accession 0000899243-19-002558
FB Financial Corp · FBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher T Holmes
Officer — President and CEO · Director
Period of report
Jan 31, 2019
Accepted (ET)
Feb 4, 2019 · 9:45 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 StockF5,F2,F3,F4 | Jan 31, 2019 | M | 15,437 | $0.00 | A | 230,872 | D | |
| Common StockF5 | Jan 31, 2019 | F | 6,611 | $0.00 | D | 224,261 | D | |
| Common StockF1 | holding | — | — | — | 169,060 | I | Held by Susan P. Holmes Revocable Living Trust | |
| Common Stock | holding | — | — | — | 100 | I | Held by daughter | |
| Common Stock | holding | — | — | — | 100 | I | Held by daughter | |
| Common Stock | holding | — | — | — | 100 | I | Held by daughter |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| EBI UnitsF5,F2,F3,F4 | — | Jan 31, 2019 | M | 15,437 | D | — | — | Common Stock | 15,437 | 0 | D |
Explanation of responses
- F1These shares are held in a revocable trust (the "Trust") for the benefit of the reporting person and his spouse, who are the beneficiaries and co-trustees of the Trust.
- F2The 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.
- F3(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 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 EBI Units by 1.1268 (determined by dividing $21.4085, the fair market value per EBI Unit as determined under the 2012 EBI Plan, by $19.00, the IPO price).
- F4The reporting person elected to settle all of these EBI Units for shares of issuer common stock.
- F515,437 EBI Units vested on January 31, 2019. Of the 15,437 shares that vested, the issuer withheld 6,611 shares for tax purposes.
Remarks
See Exhibit 24 - Power of Attorney