Sec Form 4 Filing - Holmes Christopher T @ FB Financial Corp - 2019-01-31

Insider filing report for Changes in Beneficial Ownership
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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
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)
211 COMMERCE STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
01/31/2019
(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 01/31/2019 M( 2 )( 3 )( 4 ) 15,437 ( 5 ) A $ 0 ( 2 ) ( 3 ) ( 4 ) 230,872 D
Common Stock 01/31/2019 F( 5 ) 6,611 ( 5 ) D $ 0 224,261 D
Common Stock 169,060 I Held by Susan P. Holmes Revocable Living Trust ( 1 )
Common Stock 100 I Held by daughter
Common Stock 100 I Held by daughter
Common Stock 100 I Held by daughter
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 ( 2 ) ( 3 ) ( 4 ) 01/31/2019 M 15,437 ( 5 ) ( 5 ) ( 2 )( 3 )( 5 ) Common Stock 15,437 $ 0 ( 2 ) ( 3 ) ( 4 ) 0 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Holmes Christopher T
211 COMMERCE STREET, SUITE 300
NASHVILLE, TN37201
X President and CEO
Signatures
/s/ Beth W. Sims, as Attorney-in-Fact 02/04/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are held in a revocable trust (the "Trust") for the benefit of the reporting person and his spouse, who are the beneficiaries and co-trustees of the Trust.
( 2 )The issuer granted these 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.
( 3 )(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 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 EBI Units by 1.1268 (determined by dividing $21.4085, the fair market value per EBI Unit as determined under the 2012 EBI Plan, by $19.00, the IPO price).
( 4 )The reporting person elected to settle all of these EBI Units for shares of issuer common stock.
( 5 )15,437 EBI Units vested on January 31, 2019. Of the 15,437 shares that vested, the issuer withheld 6,611 shares for tax purposes.

Remarks:
See Exhibit 24 - Power of Attorney

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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