Sec Form 4 Filing - Ayers James W. @ FB Financial Corp - 2020-06-30

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) 06/30/2020 (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 Common Stock ( 1 ) 06/30/2020 A 5,720 A $ 24.77 13,584,210 D Common Stock ( 1 ) 06/30/2020 F 1,550 D $ 24.77 13,582,660 D Common Stock ( 2 ) 5,381 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 Restricted Stock Units (obligation to sell) ( 3 ) ( 3 ) ( 3 ) Common Stock 906 906 I Held by employees of Ayers Asset Management, Inc. Restricted Stock Units (obligation to sell) ( 3 ) ( 3 ) ( 3 ) ( 3 ) Common Stock 4,475 4,475 I Held by employees of Ayers Asset Management, Inc.

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/ Beth Sims, as Attorney-in-Fact 07/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 30, 2020, FB Financial Corporation (the "Company") issued 5,720 shares of its common stock, par value $1.00 per share ("Common Stock") to the reporting person in lieu of his salary, which shares were fully vested on the date of issuance. In connection with the issuance, the Company withheld 1,550 shares of Common Stock to satisfy a tax withholding obligation, resulting in the net issuance of 4,170 shares of Common Stock to the reporting person. ( 2 )As reported in Forms 4 filed with the Securities and Exchange Commission (the "SEC") on November 30, 2017, January 4, 2018, April 3, 2018, and July 3, 2018, the reporting person, for no consideration, previously transferred to Ayers Asset Management, Inc. ("AAM") 8,169 shares of Common Stock that the Company paid him as compensation for services rendered to the Company. As of June 30, 2020, as aresult of various prior gifts and vestings reported on the reporting person's prior Form 4 filings, AAM holds 5,381 shares of Common Stock. ( 3 )For more information regarding the issuance and vesting provisions of these RSUs, please see the Forms 4 previously filed with the SEC on October 2, 2018 and July 3, 2018.

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).

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