Sec Form 4 Filing - MCMAHAN CHARLES B @ PINNACLE FINANCIAL PARTNERS INC - 2009-01-20

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 MCMAHAN CHARLES B 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 X __ Officer (give title below) _____ Other (specify below) Chief Credit Officer (Last) (First) (Middle) 211 COMMERCE STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2009 (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 01/20/2009 D 763 ( 1 ) D $ 0 11,119 D PNFP Common Stock 01/20/2009 A 4,854 ( 2 ) A $ 20.09 15,973 D PNFP Common Stock 01/20/2009 A 1,617 ( 3 ) A $ 20.09 17,590 D PNFP Common Stock 674 I 401(k) 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 MCMAHAN CHARLES B 211 COMMERCE STREET SUITE 300 NASHVILLE, TN37201 Chief Credit Officer Signatures /s/ Charles B. McMahan 01/22/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Forfeitures of restricted stock for which the performance thresholds were not met in accordance with the 2006 grant agreement. ( 2 )The forfeiture restrictions for the restricted shares lapse over the shorter period of ten years or the period between the issue date and the date on which the recipient turns age 65. Restrictions will lapse annually in equal increments, beginning on the first anniversary of the issue date. ( 3 )Shares of restricted stock for which the forfeiture restrictions lapse over a period of three years, subject to the issuer achieving certain predetermined, fully diluted earnings per share and soundness thresholds during the period.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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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