SEC Form 4 · accession 0001209191-17-021873
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, 2017
Accepted (ET)
Mar 20, 2017 · 8:14 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 StockF3,F1,F2 | Jan 31, 2017 | M | 12,958 | — | A | 298,411 | D | |
| Common Stock | Jan 31, 2017 | F | 4,350 | $25.95 | D | 294,061 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| EBI UnitF3,F1,F4 | — | Jan 31, 2017 | M | 12,958 | D | — | — | Common Stock | 12,958 | 28,282 | D |
Explanation of responses
- F1The issuer granted EBI Units to the reporting person pursuant to the FirstBank 2012 Equity Based Incentive Plan (the "2012 EBI Plan"), pursuant to which, on or shortly following the vesting date, the reporting person would 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. Following 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.
- F2The reporting person elected to settle all of these EBI Units for shares of issuer common stock.
- F3Following the Company's IPO, EBI Units granted under the 2012 EBI Plan were adjusted to prevent dilution of such EBI Units as a result of the IPO, as follows: (i) the number of EBI Units held 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).
- F412,958 EBI Units vested on January 31, 2017, 12,845 EBI Units will vest on January 31, 2018 and 15,437 EBI Units will vest on January 31, 2018.