Sec Form 5 Filing - Holmes Christopher T @ FB Financial Corp - 2020-12-31

FORM 5 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) 12/31/2020 (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 ) 04/14/2020 J V 183,761 D $ 0 34,127 D Common Stock ( 2 ) 12/16/2020 G V 300 D $ 0 352,221 I Held by Susan P. Holmes Revocable Living Trust Common Stock 303 I Held by daughter 1 ( 3 ) Common Stock 303 I Held by daughter 2 ( 3 ) Common Stock 303 I Held by daughter 3 ( 3 ) Common Stock ( 4 ) ( 5 ) 12/30/2020 J V 327,775 D $ 0 24,446 I Held by Susan P. Holmes Revocable Living Trust Common Stock 327,775 I Susan Panni Holmes 2020 GST-Exempt Family Trust ( 4 ) ( 5 )

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 Holmes Christopher T 211 COMMERCE STREET, SUITE 300 NASHVILLE, TN37201 X President and CEO Signatures /s/ Beth W. Sims, as Attorney-in-Fact 02/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 14, 2020, the reporting person transferred 183,761 shares of common stock (the "April Shares") into the Susan P. Holmes Revocable Living Trust (the "Revocable Trust"). After accounting for the transfer of the April Shares (the "April Transfer"), the reporting person had direct beneficial ownership of 34,127 shares of common stock and indirect beneficial ownership 352,521 shares of common stock held through the Revocable Trust. The reporting person and his spouse are the beneficiaries and co-trustees of the Revocable Trust. Accordingly, the April Transfer effected only a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in the April Shares and is therefore exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16a-13 promulgated thereunder and was not required to be reported on a prior Form 4. ( 2 )This line item reflects three separate gifts from the Revocable Trust of 100 shares to each of the reporting person's three daughters (the "Gifts"). ( 3 )These line items reflect the Gifts as well as 3 shares received by each of the reporting person's daughters pursuant to the issuer's Dividend Reinvestment Plan. ( 4 )On November 27, 2020, the Susan Panni Holmes 2020 GST-Exempt Family Trust (the "GST Trust") was formed. Thereafter, on December 30, 2020, the reporting person transferred 327,775 shares of common stock (the "December Shares") from the Revocable Trust into the GST Trust (the "December Transfer"). After accounting for the transfer of the December Shares, the reporting person had indirect beneficial ownership of 24,446 shares of common stock held through the Revocable Trust and indirect beneficial ownership of 327,775 shares of common stock held through the GST Trust. The shares held in the GST Trust are held for the benefit of the reporting person and his spouse, who are the beneficiaries and co-trustees of the GST Trust. ( 5 )(Continued from footnote 4.) Accordingly, the December Transfer effected only a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in the December Shares and is therefore exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder and was not required to be reported on a prior Form 4.

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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