Sec Form 5 Filing - Ayers James W. @ 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 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 _____ Officer (give title below) _____ Other (specify below) (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 ) ( 2 ) 09/08/2020 G V 151 D $ 0 5,230 I Held by Ayers Asset Management, Inc. Common Stock ( 3 ) 01/31/2021 X 390 D 4,840 I Held by Ayers Asset Management, Inc. Common Stock 13,616,903 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 Restricted Stock Units (obligation to sell) ( 1 ) ( 2 ) 09/08/2020 X V 151 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 151 $ 0 4,324 I Held by employees of Ayers Asset Management, Inc. Restricted Stock Units (obligation to sell) ( 1 ) ( 3 ) 01/31/2021 X 390 ( 1 )( 3 ) ( 1 )( 3 ) Common Stock 390 $ 0 516 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 Signatures /s/ Beth W. Sims, as Attorney-in-Fact 02/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. AAM issued 8,169 Restricted Stock Units ("RSUs") to certain AAM employees (each, a "Grantee" and, collectively, the "Grantees") as additional compensation for services rendered and to be rendered by such Grantees to AAM. The 8,169 RSUs that were awarded to Grantees are convertible on a one-for-one basis into a corresponding number of shares of Common Stock. ( 2 )On September 8, 2020, as a result of a Grantee's departure from with AAM, the Grantee forfeited 151 unvested RSUs, which were (i) vested in their entirety, (ii) converted on a one-for-one basis into shares of Common Stock, and (iii) immediately and automatically gifted to the Middle Tennessee Council, Inc., Boy Scouts of America. ( 3 )On February 1, 2021, 390 restricted stock units ("RSUs") vested in certain AAM employees pursuant to the grant of RSUs described in prior Form 4 filings. For more information regarding the issuance and vesting provisions of these RSUs, please see the Form 4 previously filed with the SEC on October 2, 2018 and July 3, 2018.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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