Sec Form 4 Filing - Holmes Christopher T @ FB Financial Corp - 2018-02-15

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 Holmes Christopher T 2. Issuer Name and Ticker or Trading Symbol FB Financial Corp [ FBK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O FB FINANCIAL CORPORATION, 211 COMMERCE STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2018 (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 Common Stock 02/15/2018 M( 1 )( 2 )( 3 ) 12,845 ( 4 ) A $ 0 ( 1 ) ( 2 ) ( 3 ) 322,129 D Common Stock 02/15/2018 F 3,649 D $ 41.99 318,480 D Common Stock 02/15/2018 M( 1 )( 2 )( 3 ) 61,838 ( 5 ) A $ 0 ( 1 ) ( 2 ) ( 3 ) 380,318 D Common Stock 02/15/2018 F 20,761 D $ 41.99 359,557 D Common Stock 02/15/2018 A( 6 ) V 299 ( 6 ) A $ 33.34 359,856 D

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 EBI Units ( 1 ) ( 2 ) ( 3 ) 02/15/2018 M 12,845 ( 4 ) ( 4 ) ( 1 )( 2 )( 4 ) Common Stock 12,845 $ 0 ( 1 ) ( 2 ) ( 3 ) 15,437 ( 4 ) D EBI Units ( 1 ) ( 2 ) ( 3 ) 02/15/2018 M 61,838 ( 5 ) ( 5 ) ( 1 )( 2 )( 5 ) Common Stock 61,838 $ 0 ( 1 ) ( 2 ) ( 3 ) 61,841 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Holmes Christopher T C/O FB FINANCIAL CORPORATION 211 COMMERCE STREET, SUITE 300 NASHVILLE, TN37201 X President and CEO Signatures /s/ Will Martin, as Attorney-in-Fact 02/20/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The issuer granted these EBI Units (the "2012 EBI Units") to the reporting person pursuant to the FirstBank 2012 Equity Based Incentive Plan (the "2012 EBI Plan"). Prior to the consummation of the issuer's initial public offering (the "IPO"), on or shortly following the vesting date, the reporting person was to 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. ( 2 )(Continued from footnote 1) Following the consummation of the IPO, however, the issuer permitted participants in the 2012 EBI Plan to elect to receive, for each vested 2012 EBI Unit, either (i) an amount of cash equal to the fair market value of a share of issuer common stock on the December 31 immediately preceding the payment date or (ii) a number of shares of issuer common stock equal to the product obtained from multiplying the number of vested 2012 EBI Units by 1.1268 (determined by dividing $21.4085, the fair market value per 2012 EBI Unit as determined under the 2012 EBI Plan, by $19.00, the IPO price). ( 3 )The reporting person elected to settle all of these EBI Units for shares of issuer common stock. ( 4 )12,958 EBI Units vested on January 31, 2017, 12,845 EBI Units vested on January 31, 2018 and 15,437 EBI Units will vest on January 31, 2019. ( 5 )The EBI Units will vest and become payable in two approximately equal installments on each of February 1, 2018 and August 1, 2019, or earlier upon (i) a change in control, (ii) Mr. Holmes' separation from service by reason of his disability, or (iii) Mr. Holmes' death. The vesting of the grant is conditioned, in each case, upon Mr. Holmes continued employment with the issuer on each vesting date. ( 6 )These shares were acquired under the FB Financial Corporation 2016 Employee Stock Purchase Plan in a transaction that was exempt under Rule 16b-3(c).

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.