Sec Form 4 Filing - QUEENER HUGH M @ PINNACLE FINANCIAL PARTNERS INC - 2023-03-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
QUEENER HUGH M
2. Issuer Name and Ticker or Trading Symbol
PINNACLE FINANCIAL PARTNERS INC [ PNFP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former CAO
(Last) (First) (Middle)
150 THIRD AVE SOUTH, SUITE 900
3. Date of Earliest Transaction (MM/DD/YY)
03/31/2023
(Street)
NASHVILLE, TN37201
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
PNFP Common Stock 03/31/2023 F 241 ( 1 ) D $ 54.93 205,786 ( 2 ) D
PNFP Common Stock 500 I IRA-Spouse
PNFP Common Stock 4,274 I 401K Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
QUEENER HUGH M
150 THIRD AVE SOUTH
SUITE 900
NASHVILLE, TN37201
Former CAO
Signatures
/s/ Hugh M. Queener 04/04/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective March 31, 2023, the reporting person retired from Pinnacle Financial Partners, Inc. (the Company) and its wholly-owned bank subsidiary, Pinnacle Bank. In connection with the retirement of the reporting person the Human Resources and Compensation Committee of the Board of Directors of the Company approved the acceleration of the vesting of 608 of the 6,416 restricted share units previously awarded to the reporting person that were unvested as of March 31, 2023, which restricted share units were previously reported in Table I. The shares reflected in column 4 represent shares retained by the Company to cover withholding taxes due upon the restricted share units that were vested in connection with the reporting person's retirement.
( 2 )In connection with his retirement, the reporting person forfeit 5,808 restricted share units previously awarded to him that had previously been reported in Table I. These forfeited restricted share units have been deducted from the amount of shares beneficially owned by the reporting person in column 5.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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