Sec Form 3 Filing - BROWN MICHAEL J @ FIRST HORIZON NATIONAL CORP - 2020-07-01

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FORM 3
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
BROWN MICHAEL J
2. Issuer Name and Ticker or Trading Symbol
FIRST HORIZON NATIONAL CORP [ FHN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President - Regional Banking
(Last) (First) (Middle)
165 MADISON AVE
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2020
(Street)
MEMPHIS, TN38103
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 634,255 ( 1 ) D
Common Stock 20,582 ( 1 ) I 401(K)
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
Stock Options (Right to Buy) $ 12.14 07/01/2020( 2 ) 03/10/2021 Common Stock 7,325 D
Stock Options (Right to Buy) $ 12.14 07/01/2020( 2 ) 03/10/2021 Common Stock 29,291 D
Stock Options (Right to Buy) $ 11.42 07/01/2020( 2 ) 02/22/2022 Common Stock 9,727 D
Stock Options (Right to Buy) $ 11.42 07/01/2020( 2 ) 02/22/2022 Common Stock 52,165 D
Stock Options (Right to Buy) $ 11.43 07/01/2020( 2 ) 02/19/2023 Common Stock 4,056 D
Stock Options (Right to Buy) $ 11.43 07/01/2020( 2 ) 02/19/2023 Common Stock 16,222 D
Stock Options (Right to Buy) $ 14.27 07/01/2020( 2 ) 02/17/2024 Common Stock 23,437 D
Stock Options (Right to Buy) $ 13.65 07/01/2020( 2 ) 02/20/2025 Common Stock 21,503 D
Stock Options (Right to Buy) $ 13.65 07/01/2020( 2 ) 02/20/2025 Common Stock 3,928 D
Stock Options (Right to Buy) $ 10.33 07/01/2020( 2 ) 02/18/2026 Common Stock 31,890 D
Stock Options (Right to Buy) $ 10.33 07/01/2020( 2 ) 02/18/2026 Common Stock 9,681 D
Stock Options (Right to Buy) $ 18.68 07/01/2020( 2 ) 02/15/2027 Common Stock 5,354 D
Stock Options (Right to Buy) $ 18.68 07/01/2020( 2 ) 02/15/2027 Common Stock 10,809 D
Stock Options (Right to Buy) $ 17.94 07/01/2020( 2 ) 02/22/2028 Common Stock 5,574 D
Stock Options (Right to Buy) $ 17.94 07/01/2020( 2 ) 02/22/2028 Common Stock 14,059 D
Stock Options (Right to Buy) $ 15.35 07/01/2020( 2 ) 01/11/2029 Common Stock 6,518 D
Stock Options (Right to Buy) $ 15.35 07/01/2020( 2 ) 01/11/2029 Common Stock 18,606 D
Stock Options (Right to Buy) $ 16.01 01/09/2021( 2 ) 01/09/2030 Common Stock 6,243 D
Stock Options (Right to Buy) $ 16.01 01/09/2021( 2 ) 01/09/2030 Common Stock 20,013 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BROWN MICHAEL J
165 MADISON AVE
MEMPHIS, TN38103
President - Regional Banking
Signatures
/s/ John A. Niemoeller, attorney-in-fact 07/10/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Column 2 reports shares owned immediately after closing First Horizon's merger with IBERIABANK Corporation (IBKC), estimated based on the merger exchange ratio. Of those, 83,823 comprise a restricted stock award that will vest on 7/1/2021, and 44,735 shares comprise a restricted stock award that will vest in three equal annual parts beginning on 1/9/2021.
( 2 )Options with a "Date Exercisable" of 7/1/2020 were fully exercisable immediately after the closing of First Horizon's merger with IBERIABANK Corporation. The options that expire on 1/9/2030 will become exercisable in three equal annual parts beginning on 1/9/2021. Pairs of options, that have the same exercise price and expiration date, consist of ISOs and NQSOs, respectively.

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