Sec Form 4 Filing - Ayers James W. @ FB Financial Corp - 2018-05-31

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 Ayers James W. 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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 211 COMMERCE STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/31/2018 (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 05/31/2018 S 480,000 D $ 39.8062 13,500,000 D Common Stock 6,647 ( 1 ) ( 2 ) I Held by Ayers Asset Management, Inc.

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 Ayers James W. 211 COMMERCE STREET, SUITE 300 NASHVILLE, TN37201 X X Executive Chairman Signatures /s/ Will Martin, as Attorney-in-Fact 05/31/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As previously reported in Forms 4 filed with the Securities and Exchange Commission on November 30, 2017, January 4, 2018 and April 3, 2018, the reporting person, for no consideration, (i) transferred to Ayers Asset Management, Inc. ("AAM") 2,784 shares of common stock, par value $1.00 per share ("Common Stock"), of FB Financial Corporation (the "Company") that the Company had previously paid him as compensation for services rendered to the Company (the "Transfer") and (ii) assigned to AAM his contractual right to receive an additional 5,385 shares of Common Stock that he would receive from the Company as compensation in lieu of his salary (the "Assignment"). ( 2 )(continued from footnote 1) As of May 31, 2018, (i) in separate vestings, 469 and 1,053 RSUs vested with the underlying shares of Common Stock being issued to the respective AAM employees and being subtracted from the reporting person's indirect beneficial ownership and (ii) of the 8,169 shares of Common Stock that the reporting person initially committed to transfer to AAM pursuant to the Transfer and Assignment, AAM has received 6,500 shares of Common Stock and will continue to have a contractual right to receive from the reporting person the remaining 1,669 shares of Common Stock owed pursuant to the Assignment.

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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