Sec Form 4 Filing - Maynard Eddie Jr. @ Franklin Financial Network Inc. - 2020-08-15

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Maynard Eddie Jr. 2. Issuer Name and Ticker or Trading Symbol Franklin Financial Network Inc. [ FSB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 722 COLUMBIA AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2020 (Street) FRANKLIN, TN37064 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 Common Stock 08/15/2020 D 6,980 D 0 D Common Stock 08/15/2020 D 5,005 D 0 D Common Stock 08/15/2020 D 513 D 0 I By 401(k)

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 Employee Stock Option (right to buy) $ 13 08/15/2020 D 279 ( 3 ) 05/31/2023 Common Stock 279 ( 3 ) 0 D Employee Stock Option (right to buy) $ 13.5 08/15/2020 D 759 ( 4 ) 04/15/2024 Common Stock 759 ( 4 ) 0 D Employee Stock Option (right to buy) $ 20.69 08/15/2020 D 1,298 ( 5 ) 04/30/2025 Common Stock 1,298 ( 5 ) 0 D Employee Stock Option (right to buy) $ 27 08/15/2020 D 5,226 ( 6 ) 04/01/2026 Common Stock 5,226 ( 6 ) 0 D Employee Stock Option (right to buy) $ 37.35 08/15/2020 D 4,639 ( 7 ) 04/14/2027 Common Stock 4,639 ( 7 ) 0 D Employee Stock Option (right to buy) $ 32.95 08/15/2020 D 5,084 ( 8 ) 04/16/2028 Common Stock 5,084 ( 8 ) 0 D Employee Stock Option (right to buy) $ 32.95 08/15/2020 D 2,000 ( 9 ) 04/16/2028 Common Stock 2,000 ( 9 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Maynard Eddie Jr. 722 COLUMBIA AVENUE FRANKLIN, TN37064 See Remarks Signatures /s/ Mandy Garland, Attorney-in-Fact 08/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), among the Issuer, FB Financial Corporation ("FB Financial"), and Paisley Acquisition Corporation, in exchange for the right to receive for each share of common stock, restricted stock, or restricted stock unit (1) 0.9650 shares of common stock, par value $1.00 per share, of FB Financial ("FB Financial Common Stock"), having a market value of $29.52 per share as of the close of trading on August 14, 2020, the last trading day prior to the effective time of the merger (the "Effective Time"), and (2) $2.00 in cash (collectively, the "Merger Consideration"). ( 2 )Pursuant to the Merger Agreement, at the Effective Time, the restricted stock units ("RSUs"), which provided for vesting in equal, one-third increments on January 16, 2021, January 16, 2022, and January 16, 2023, were converted into an RSU award in respect of a number of shares of FB Financial Common Stock equal to the product of (a) the total number of shares of Issuer common stock underlying the RSU award multiplied by (ii) 1.0336, all on the same terms and conditions as applied to the corresponding Issuer RSU award. ( 3 )Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five substantially equal annual installments beginning on May 31, 2014, was converted into the right to receive the Merger Consideration in respect of each "Net Share," defined as the number of shares determined by dividing (a) the product of (1) the excess, if any, of $30.13 over the per share exercise price of the option multiplied by (2) the number of shares underlying the option, by (b) $30.13. ( 4 )Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five substantially equal annual installments beginning on April 15, 2015, was converted into the right to receive the Merger Consideration in respect of each Net Share. ( 5 )Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five substantially equal annual installments beginning on April 30, 2016, was converted into the right to receive the Merger Consideration in respect of each Net Share. ( 6 )Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five substantially equal annual installments beginning on April 1, 2017, was converted into the right to receive the Merger Consideration in respect of each Net Share. ( 7 )Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in three substantially equal annual installments beginning on April 14, 2018, was converted into the right to receive the Merger Consideration in respect of each Net Share. ( 8 )Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in three substantially equal annual installments beginning on April 16, 2019, was converted into the right to receive the Merger Consideration in respect of each Net Share. ( 9 )Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in three substantially equal annual installments beginning on April 16, 2019, was converted into the right to receive the Merger Consideration in respect of each Net Share.

Remarks: Chief Credit Officer of Franklin Synergy Bank, a subsidiary of the Issuer.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.