Sec Form 4 Filing - Huestis Timothy Howard @ PINNACLE FINANCIAL PARTNERS INC - 2020-02-25

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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
Huestis Timothy Howard
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)
150 THIRD AVENUE SOUTH, SUITE 900
3. Date of Earliest Transaction (MM/DD/YY)
02/25/2020
(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 02/25/2020 A( 1 ) 1,111 ( 1 ) A $ 0 ( 2 ) 1,970 D
PNFP Common Stock 02/26/2020 F 273 ( 3 ) D $ 56.78 ( 3 ) 1,697 D
PNFP Common Stock 619 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
Huestis Timothy Howard
150 THIRD AVENUE SOUTH
SUITE 900
NASHVILLE, TN37201
Chief Credit Officer
Signatures
/s/ Timothy Howard Huestis 02/27/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 23, 2015, the reporting person was granted 1,111 performance units eligible to vest at target levels of performance (with vesting of more or less units possible based on actual performance) based on the extent to which certain ROATA metrics were met for 2015, 2016 and 2017 and so long as the ratio of Pinnacle Bank's nonperforming assets to its loans plus other real estate owned (NPA ratio) at December 31, 2019 was not greater than 3.00%. Based upon the performance of Pinnacle Financial Partners, Inc. (the Company) for 2015, 2016 and 2017 and the NPA ratio at December 31, 2019, as reflected in the Company's Annual Report on Form 10-K for 2019, the reporting person earned 1,111 performance units, which units vested and were settled in 1,111 shares of Company common stock. As described in footnote 3, a portion of these 1,111 shares of common stock were retained by the Company to cover withholding taxes owed by the reporting person.
( 2 )Performance units are settled in shares of common stock on a one-for-one basis. Accordingly, no purchase price was paid for the shares by the reporting person.
( 3 )Represents shares retained by the Company to cover withholding taxes due upon the vesting of the performance units and issuance of the common shares described in footnote 1.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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