SEC Form 4 · accession 0001209191-17-021872
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, 2017
Accepted (ET)
Mar 20, 2017 · 8:12 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 StockF1,F2 | Jan 31, 2017 | M | 8,759 | $0.00 | A | 59,759 | D | |
| Common Stock | Jan 31, 2017 | D | 2,800 | $25.95 | D | 56,959 | D | |
| Common Stock | Jan 31, 2017 | F | 1,664 | $25.95 | D | 55,295 | D | |
| Common Stock | Mar 16, 2017 | A | 2,016 | $0.00 | A | 57,211 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| EBI UnitsF3,F1,F2,F6 | — | Jan 31, 2017 | M | 5,959 | D | — | — | Common Stock | 5,959 | 3,493 | D |
| EBI UnitsF1,F2,F7 | — | Jan 31, 2017 | M | 2,800 | D | — | — | Common Stock | 2,800 | 0 | D |
Explanation of responses
- F1The issuer has granted EBI Units to the reporting person pursuant to the FirstBank 2012 Equity Based Incentive Plan (the "2012 EBI Plan") and the FirstBank Preferred Equity Based Incentive Plan (the "Preferred EBI Plan"). On or shortly following the vesting date, the reporting person will 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.
- F2Following the consummation of the issuer's initial public offering (the "IPO"), the issuer permitted participants to elect to receive, for each EBI Unit vested to such participant, either (i) an amount in cash or (ii) a number of shares of issuer common stock.
- F3EBI Units granted under the 2012 EBI Plan were adjusted to prevent dilution of these EBI Units as a result of the IPO, as follows: (i) the number of EBI Units granted under the 2012 EBI Plan, multiplied by (ii) 1.13 (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).
- F4Reflects cash settlement of EBI Units.
- F5Reflects restricted stock units (RSUs) granted pursuant to the issuer's 2016 Incentive Plan, which RSUs vest in three approximately equal annual installments on each of the first three anniversaries of the date of grant, subject to the reporting person's continued employment with the issuer on each such date.
- F6The EBI Units were granted pursuant to the 2012 EBI Plan and vested on January 31, 2017.
- F7The EBI Units were granted pursuant to the Preferred EBI Plan and vested on January 31, 2017.