S-3

As filed with the Securities and Exchange Commission on March 4, 2016

Registration Statement No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

______________________

PINNACLE FINANCIAL PARTNERS, INC.
(Exact Name of Registrant as Specified in Charter)
Tennessee	05-0376157
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
150 Third Avenue South, Suite 900, Nashville, Tennessee
(615) 744-3700
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

______________________

Harold R. Carpenter

Chief Financial Officer

Pinnacle Financial Partners, Inc.

150 Third Avenue South

Suite 900

Nashville, Tennessee 37201

(615) 744-3700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

______________________

With Copy to:

Bob F. Thompson, Esq.

Bass, Berry & Sims PLC

Nashville, TN 37201

(615) 742-6200

______________________

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the

following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ý

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  o

If this form is a post−effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a registration statement pursuant to General Instruction I.D. or a post−effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ý

If this form is a post−effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non−accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b−2 of the Exchange Act.

Large accelerated filer ý	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, $1.00 par value per share	860,470	$45.47	$39,125,571	$3,940

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of common stock resulting from stock splits, stock dividends or similar transactions.

(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high and low reported sales prices on the NASDAQ Global Select Market on February 25, 2016.    

PROSPECTUS

PINNACLE FINANCIAL PARTNERS, INC.

860,470 Shares of Common Stock

This prospectus may be used by the selling shareholders named in "Selling Shareholders" on page 4 of this prospectus to offer and sell from time to time for their own account up to 860,470 shares of our common stock, $1.00 par value per share. We are not offering any shares of common stock under this prospectus and will not receive any proceeds from the sale of shares offered by the selling shareholders. The selling shareholders acquired the shares as part of the consideration paid in connection with the consummation of Pinnacle Financial Partners, Inc.'s and Pinnacle Bank's investment in Bankers Healthcare Group, LLC pursuant to a Membership Interest Purchase Agreement, dated January 19, 2016, by and between Pinnacle Financial Partners, Inc., Pinnacle Bank, Bankers Healthcare Group, LLC, BHG Founders, Inc., Albert Crawford, Barbara Castro, Sofia Castro, Eric Castro, Robert Castro, Tyler Crawford and Crawford & Castro, LLC, as amended by Amendment No. 1 to Membership Interest Purchase Agreement dated March 1, 2016.

The selling shareholders may sell the shares directly to purchasers or through broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. The selling shareholders may sell the shares in one or more transactions at any time at fixed prices, at market prices prevailing at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. We will not be paying any fees, discounts, concessions or commissions of broker-dealers or agents in connection with the offering of the shares by the selling shareholders. See "Plan of Distribution" beginning on page 5 of this prospectus for more information about how the selling shareholders may sell their shares of common stock.

Our common stock trades on the NASDAQ Global Select Market under the symbol "PNFP." On March 3, 2016, the last reported sale price of our common stock on the NASDAQ Global Select Market was $48.51per share.

Investing in our common stock involves risks. Please read carefully the information included and incorporated by reference into this prospectus for a discussion of the factors you should carefully consider before deciding to invest in our common stock, including the risks and uncertainties incorporated by reference as described under "Risk Factors" on page 3 of this prospectus.

________________

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

These securities are not deposits. These securities are not insured by the FDIC, or any other governmental agency, and are subject to investment risk.

This prospectus is not an offer to sell securities and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is not permitted.

________________

The date of this prospectus is March 4, 2016.

TABLE OF CONTENTS

Section:	Page
About This Prospectus	ii
Incorporation by Reference	ii
Where You Can Find More Information	iii
Cautionary Statement Regarding Forward-Looking Statements	iii
Prospectus Summary	1
Risk Factors	3
Use of Proceeds	3
Selling Shareholders	4
Plan of Distribution	5
Legal Matters	6
Experts	6

i

ABOUT THIS PROSPECTUS

This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission, or SEC, as a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. Under this automatic shelf registration process, the selling shareholders listed herein may, from time to time, sell shares of our common stock as described in this prospectus. For further information about our business and the securities, you should refer to the registration statement of which this prospectus forms a part and its exhibits. The registration statement and the exhibits can be obtained from the SEC as indicated under the heading "Where You Can Find More Information" on page iii of this prospectus.

This prospectus may be supplemented from time to time by one or more prospectus supplements. Any such prospectus supplements may include additional or different information, such as additional or different risk factors or other special considerations applicable to us or our business, financial condition or results of operations. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information contained in the prospectus supplement.

You should rely only on the information contained and incorporated by reference into this prospectus or in any prospectus supplement. We have not authorized anyone to provide you with information that is different. You must not rely on any unauthorized information or representation. You should not assume that the information contained in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front cover of the prospectus or prospectus supplement, or that the information contained in any document incorporated by reference into this prospectus or any prospectus supplement is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any prospectus supplement or any sale of a security. Our business, financial condition and results of operations may have changed since those dates.

This prospectus is not an offer to sell securities and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is not permitted.

Unless the context requires otherwise, in this prospectus the words "our company," "we," "us," and "our" refer to Pinnacle Financial Partners, Inc., a Tennessee corporation and our consolidated subsidiaries. References in this prospectus to "Pinnacle" refer solely to Pinnacle Financial Partners, Inc. and references to "Pinnacle Bank" refer solely to Pinnacle's wholly owned banking subsidiary, Pinnacle Bank.

INCORPORATION BY REFERENCE

Pinnacle "incorporates by reference" into this prospectus, which means Pinnacle can disclose important information to you by referring you specifically to those documents. This means that the information incorporated by reference is deemed to be part of this prospectus, unless superseded by information contained directly in this prospectus. Certain information that Pinnacle subsequently files with the SEC will automatically update and supersede information in this prospectus and in Pinnacle's other filings with the SEC. Pinnacle incorporates by reference the documents listed below, which Pinnacle has already filed with the SEC, and any future filings Pinnacle makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, from the date of this prospectus until the offering of the securities under the registration statement of which this prospectus forms a part is terminated or completed, except that Pinnacle is not incorporating any information included in a Current Report on Form 8-K that has been or will be furnished (and not filed) with the SEC, unless such information is expressly incorporated herein by reference to a furnished Current Report on Form 8-K or other furnished document:

•our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 29, 2016;

•our Current Reports on Form 8-K or 8-K/A filed with the SEC on January 20, 2016, January 26, 2016, January 29, 2016, March 3, 2016, and March 4, 2016; and

•the description of our common stock contained in our Registration Statement on Form 8-A/A filed with the SEC and dated January 12, 2009, including all amendments and reports filed for purposes of updating such description.

ii

We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus or any prospectus supplement hereto is delivered, upon written or oral request of any such person, a copy of any and all of the information that has been or may be incorporated by reference into this prospectus or any prospectus supplement, except that exhibits to such documents will not be provided unless they are specifically incorporated by reference into such documents. Requests for such information should be directed to:

Pinnacle Financial Partners, Inc.

Attn: Investor Relations

150 Third Avenue South

Nashville, Tennessee 37201

(615) 744-3700

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of an automatic shelf registration statement on Form S-3 that we filed with the SEC under the Securities Act. Certain information in the registration statement has been omitted from this prospectus in accordance with the SEC's rules and regulations. You should review the information and exhibits in the registration statement of which this prospectus forms a part for further information about us and the securities that are being offered by this prospectus. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement of which this prospectus forms a part or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to those filings. You should review the complete document to evaluate those statements.

Pinnacle files annual, quarterly and current reports, proxy statements and other information with the SEC. Pinnacle's SEC filings are also available over the Internet at the SEC's website at www.sec.gov. The SEC's website is included in this prospectus as an inactive textual reference only. The information contained on the SEC's website is not incorporated by reference into this prospectus and should not be considered to be part of this prospectus unless such information is otherwise specifically incorporated by reference herein elsewhere in this prospectus. You may also read and copy any document Pinnacle files at the SEC's public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 to obtain information on the operation of the public reference room. Pinnacle makes available free of charge through its website its annual, quarterly and current reports, proxy statements and other information, including amendments thereto, as soon as reasonably practicable after such material is filed with or furnished to the SEC. Pinnacle's website address is www.pnfp.com. Pinnacle's website address is provided as an inactive textual reference only. Information contained on or accessible through Pinnacle's website is not part of this prospectus and is therefore not incorporated by reference unless such information is otherwise specifically incorporated by reference herein elsewhere in this prospectus.

CAUTIONARY STATEMENT REGARDING FORWARD−LOOKING STATEMENTS

This prospectus contains "forward-looking statements" about Pinnacle, Pinnacle Bank and Pinnacle's other direct and indirect subsidiaries. "Forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, are statements that represent our judgment concerning the future and are subject to risks and uncertainties that could cause our actual operating results and financial position to differ materially from the forward-looking statements. Such forward-looking statements can generally be identified by the use of forward-looking terminology such as "expect", "anticipate", "goal", "intend", "plan", "believe", "should", "seek" "estimate" and similar expressions are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Those statements are not guarantees and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from these forward-looking statements.

Forward-looking statements represent our estimates and assumptions only as of the date that they were made. We do not undertake any duty to update the forward-looking statements, and the estimates and assumptions associated with them, except to the extent required by applicable securities laws. Our actual results could differ materially from those anticipated in forward-looking statements as a result of various factors, including, but not limited to:

iii

· deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses;

· continuation of the historically low short-term interest rate environment;

· the inability of Pinnacle, or entities in which it has significant investments, like BHG, to maintain the historical growth rate of its, or such entities', lending activities and loan portfolio;

· changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments;

· effectiveness of Pinnacle's asset management activities in improving, resolving or liquidating lower-quality assets;

· increased competition with other financial institutions;

· greater than anticipated adverse conditions in the national or local economies including the Nashville-Davidson-Murfreesboro-Franklin MSA, the Knoxville MSA, the Chattanooga, TN-GA MSA and the Memphis, TN-MS-AR MSA, particularly in commercial and residential real estate markets;

· rapid fluctuations or unanticipated changes in interest rates on loans or deposits;

· the results of regulatory examinations;

· the ability to retain large, uninsured deposits;

· the development of any new market other than the Nashville, Knoxville, Chattanooga or Memphis MSAs;

· a merger or acquisition like our proposed merger with Avenue Financial Holdings, Inc., or Avenue;

· risks of expansion into new geographic or product markets, like the expansion into the Chattanooga and Memphis MSAs;

· any matter that would cause Pinnacle to conclude that there was impairment of any asset, including intangible assets;

· reduced ability to attract additional financial advisors (or failure of such advisors to cause their clients to switch to Pinnacle), to retain financial advisors (including those at Avenue) or otherwise to attract customers from other financial institutions;

· further deterioration in the valuation of other real estate owned and increased expenses associated therewith;

· inability to comply with regulatory capital requirements, including those resulting from changes to capital calculation methodologies and required capital maintenance levels;

· risks associated with litigation, including the applicability of insurance coverage;

· the risk that the cost savings and any revenue synergies from the mergers with Avenue, CapitalMark Bank & Trust, or CapitalMark, and Magna Bank, or Magna, may not be realized or take longer than anticipated to be realized;

· disruption from the Avenue merger with customers, suppliers or employee relationships;

· the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement related to the Avenue merger;

· the risk of successful integration of Avenue's, CapitalMark's and Magna's business with ours;

· the failure of Avenue's shareholders to approve the merger;

· the amount of the costs, fees, expenses and charges related to the Avenue merger;

· the ability to obtain required governmental approvals of the proposed terms of the Avenue merger;

· reputational risk and the reaction of Pinnacle's and Avenue's customers to the Avenue merger;

· the failure of the closing conditions for the Avenue merger to be satisfied;

· the risk that the integration of Avenue's, CapitalMark's and Magna's operations with Pinnacle's will be materially delayed or will be more costly or difficult than expected;

· approval of the declaration of any dividend by Pinnacle's board of directors;

iv

· the possibility that the Avenue merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

· the dilution caused by Pinnacle's issuance of additional shares of its common stock in the Avenue merger;

· the vulnerability of our network and online banking portals to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches;

· the possibility of increased compliance costs as a result of increased regulatory oversight, including oversight of BHG, and the development of additional banking products for our corporate and consumer clients;

· the risks associated with our being a minority investor in BHG, including the risk that the owners of a majority of the equity interests in BHG decide to sell the company if not prohibited from doing so by the terms of our agreement with them;

· the incremental cost and/or decreased revenues associated with exceeding $10 billion in assets will exceed current estimates; and

· changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, including regulatory or legislative developments arising out of current unsettled conditions in the economy, including implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Additional factors are discussed in the reports filed with the SEC by Pinnacle. See "Where You Can Find More Information" above.

The above list is not intended to be exhaustive and there may be other factors that would preclude us from realizing the predictions made in the forward-looking statements. Because forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. You should not place undue reliance on such statements, which speak only as of the date of this prospectus or the date of any prospectus supplement or document incorporated by reference into this prospectus or any prospectus supplement.

All subsequent written or oral forward-looking statements concerning the matters addressed in this prospectus and attributable to Pinnacle or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, Pinnacle undertakes no obligation to update such forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

v

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in our common stock. You should read the following summary together with the more detailed information regarding our company, the common stock being registered hereby, and our financial statements and notes thereto incorporated by reference in this prospectus.

Overview

Pinnacle is the second-largest bank holding company headquartered in Tennessee, with $8.71 billion in assets as of December 31, 2015.  Incorporated on February 28, 2000, Pinnacle is the parent company of Pinnacle Bank and owns 100% of the capital stock of Pinnacle Bank.  We started operations on October 27, 2000, in Nashville, Tennessee, and have since grown to 44 offices, including 29 in eight Middle Tennessee counties. We also have five offices in Knoxville, five offices in Memphis and one in Chattanooga, as well as several offices in nearby communities.  Prior to September 4, 2012, when it converted from a national bank to a state bank, Pinnacle Bank was known as Pinnacle National Bank.

We operate as a community bank primarily in the urban markets of Nashville, Knoxville, Memphis and Chattanooga, Tennessee.  As an urban community bank, we provide the personalized service most often associated with small community banks, while offering the sophisticated products and services, such as investments and treasury management, more typically found at large regional and national banks.   This approach has enabled us to attract clients from the regional and national banks in the Nashville, Knoxville, Memphis and Chattanooga MSAs.  As a result, we have grown to the fourth largest market share in the Nashville MSA and to the sixth largest market share in the Knoxville MSA, based on 2015 FDIC Summary of Deposits data including the impact of any mergers and acquisitions.

Our corporate headquarters is located at 150 Third Avenue South, Suite 900, Nashville, TN 37201 and our telephone number is (615) 744-3700. Our website address is www.pnfp.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus.

Investment in BHG

In February 2015, Pinnacle Bank acquired 30% of the outstanding equity interests in BHG, a company which makes term loans to healthcare professionals and practices, for $75 million in cash. On March 1, 2016, Pinnacle and Pinnacle Bank acquired 8.55% and 10.45%, respectively, of the outstanding equity interests in BHG for $114,000,000, which was paid in a mix of cash and stock consideration pursuant to a Membership Interest Purchase Agreement, dated January 19, 2016, by and among Pinnacle, Pinnacle Bank, BHG, BHG Founders, Inc., a Florida corporation, Albert Crawford, Eric Castro, Robert Castro, Barbara Castro and Sofia Castro, Tyler Crawford and Crawford & Castro, LLC, as amended by Amendment No. 1 to Membership Interest Purchase Agreement dated March 1, 2016 (the "Purchase Agreement"). The stock consideration consisted of the 860,470 shares of Pinnacle Financial's common stock which are to be offered by this prospectus.

Acquisition of Avenue

On January 28, 2016, Pinnacle entered into a definitive agreement pursuant to which Avenue will merge with and into Pinnacle, with Pinnacle continuing as the surviving corporation. The separate existence of Avenue shall cease to exist upon the effectiveness of the Avenue merger. In connection with the execution of the merger agreement, Pinnacle Bank and Avenue Bank, Avenue's wholly owned bank subsidiary, have entered into a definitive agreement pursuant to which Avenue Bank will merge with and into Pinnacle Bank simultaneously with the consummation of the Avenue merger.

Avenue had approximately $1.162 billion in total assets, $865.3 million in loans and $969.6 million in deposits as of December 31, 2015 and currently operates a corporate headquarters and four retail locations in Nashville. During the fourth quarter of 2015, Avenue recorded loan growth of $34.9 million, or an annualized linked-quarter increase of 16.8% over its third quarter ending balances. Avenue also recorded deposit growth of $68.8 million, or an annualized linked-quarter increase of 30.6% over its third quarter ending balances.

Pursuant to the terms of the merger agreement, upon consummation of the Avenue merger each holder of Avenue common stock issued and outstanding, subject to certain exceptions, will be eligible to receive 0.36 shares of Pinnacle's common stock and an amount in cash equal to $2.00 for each share of Avenue common stock owned by them at the effective time of the Avenue merger. The transaction is currently valued at approximately $201.4 million based on Pinnacle's 10-day average closing price through the date of the merger agreement, and consists in the aggregate of stock consideration of approximately 3.7 million shares of Pinnacle's common stock and approximately $23.2 million in cash.

1

Cash will be paid in lieu of any fractional shares based on the average closing price of Pinnacle's common stock for the ten (10) trading days ending on the business day immediately preceding the closing date of the merger. Additionally, any outstanding options to purchase shares of common stock of Avenue that are not vested will be accelerated prior to, but conditioned on the occurrence of, the closing of the merger and all options that are not exercised prior to the closing shall be cancelled and the holders of any such options shall receive an amount in cash equal to the product of (x) the excess, if any, of $20.00 over the exercise price of each such option and (y) the number of shares of Avenue common stock subject to each such option. In addition, upon consummation of the Avenue merger, Pinnacle will assume Avenue's obligations under its outstanding $20.0 million subordinated notes issued in December 2014 that mature in December 2024. These notes bear interest at a rate of 6.75% per annum until January 1, 2020 and may not be repaid prior to such date. Beginning on January 1, 2020, if not redeemed on such date, these notes will bear interest at a floating rate equal to the three-month LIBOR determined on the determination date of the applicable interest period plus 4.95%.

The proposed Avenue merger is subject to the satisfaction of customary closing conditions, including obtaining approvals from applicable federal and state banking regulators and Avenue's shareholders; it is currently expected to close either late in the second quarter or early in the third quarter.

The Offering

We are registering for resale by the selling shareholders 860,470 shares of our common stock, $1.00 par value per share, that were issued to, or acquired by, the selling shareholders in connection with the consummation of Pinnacle's and Pinnacle Bank's additional investment in BHG. We are registering the offer and sale of the shares of common stock to satisfy certain registration obligations that we agreed to in connection with our additional investment in BHG. We are not offering any shares of common stock under this prospectus and will not receive any proceeds from the sale of shares offered by the selling shareholders. See "Selling Shareholders" beginning on page 4 of this prospectus.

The selling shareholders may sell the shares directly to purchasers or through broker-dealers or agents. The selling shareholders may sell the shares in one or more transactions at any time at fixed prices, at market prices prevailing at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. We will not be paying any fees, discounts, concessions or commissions of broker-dealers or agents in connection with the offering of the shares by the selling shareholders. See "Plan of Distribution" beginning on page 5 of this prospectus for more information about how the selling shareholders may sell their shares of common stock.

2

RISK FACTORS

Investing in our common stock involves risks. Before deciding to invest in our common stock, please read carefully the risks and uncertainties described in this prospectus, any prospectus supplement and the documents incorporated by reference into this prospectus or any prospectus supplement. These risks and uncertainties include those discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on February 29, 2016, which is incorporated by reference into this prospectus, and which may be updated, supplemented or superseded by the risks and uncertainties described in the reports we subsequently file with the SEC, which are incorporated by reference into this prospectus. See "Incorporation by Reference" beginning on page ii of this prospectus and "Where You Can Find More Information" on page iii of this prospectus. If any of such risks or uncertainties occur, our business, financial condition or results of operations may be adversely impacted, and such impact may be material. Moreover, the trading price of our common stock could decline and you may lose part or all of the value of our common stock held by you. Additional risks and uncertainties, including those that are not yet identified or that we, as of the date of this prospectus, think are immaterial, may also adversely affect our business, financial condition or operating results. Please also see "Cautionary Note Regarding Forward-Looking Statements" beginning on page iii.

USE OF PROCEEDS

We are not offering any shares of common stock under this prospectus and will not receive any proceeds from the shares of common stock sold by the selling shareholders.

3

SELLING SHAREHOLDERS

We have prepared this prospectus to allow the selling shareholders to offer and sell from time to time, up to 860,470 shares of our common stock for their own account. We issued the shares of common stock on March 1, 2016, as part of the consideration paid in connection with the consummation of our additional investment in BHG pursuant to the Purchase Agreement. We are registering the offer and sale of the shares of common stock to satisfy certain registration obligations that we agreed to in connection with the investment pursuant to the Purchase Agreement. Pursuant to an investment agreement we entered into in connection with the closing of our investment under the Purchase Agreement, we have agreed to use our commercially reasonable efforts to keep the registration statement, of which this prospectus forms a part, effective until the shares offered by this prospectus (i) have been disposed of by the selling shareholders in accordance with this prospectus or Rule 144 under the Securities Act, (ii) may be sold pursuant to Rule 144 without the requirement that we be in compliance with the current public information requirement of Rule 144 and without manner-of-sale restrictions or volume limitations, (iii) cease to be outstanding, or (iv) have been transferred or assigned in a private transaction in which the transferor's rights under the registration rights agreement are not assigned in compliance with the registration rights agreement. As used in this prospectus, the term "selling shareholders" includes the selling shareholders listed in the table below and their donees, pledgees, assignees, transferees, distributees and successors-in-interest that receive shares in any non-sale transfer after the date of this prospectus.

The following table sets forth certain information known to us, based upon written representations of the selling shareholders, with respect to the beneficial ownership of our shares of common stock held by the selling shareholders as of March 1, 2016, the date that the shares of our common stock were issued as part of the consideration paid in connection with the consummation of our additional investment in BHG pursuant to the Purchase Agreement. The "Number of Shares being Offered" column represents the number of shares that the selling shareholders may offer under this prospectus. The selling shareholders may offer and sell some, all or none of their shares. The number of shares beneficially owned after this offering assumes that all shares being offered by this prospectus will be sold by the selling shareholders and that no additional shares of our common stock are subsequently bought or sold by the selling shareholders.

Beneficial ownership of the selling shareholders is determined in accordance with Rule 13d-3(d) of the Exchange Act. The percentage of shares beneficially owned prior to and after the offering is based on 41,948,554 shares of our common stock outstanding as of March 2, 2016, including the shares of our common stock issued as part of the consideration paid in connection with the consummation of our additional investment in BHG pursuant to the Purchase Agreement. Except as otherwise indicated, we believe that the selling shareholders have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.

	Beneficial Ownership Prior to the Offering			Beneficial Ownership after the Offering
Name of Selling Shareholder	Number of Shares	Percentage of Outstanding Common Stock	Number of Shares being Offered	Number of Shares	Percentage of Outstanding Common Stock
Albert Crawford	201,878	*	201,878	—	*
Albert Crawford, as Trustee of The Michael E. Panebianco ACC Family Trust u/a dated September 21, 2015	84,946	*	84,946	—	*
Barbara Castro	245,062	*	245,062	—	*
Eric R. Castro, as Trustee of the Barbara R. Castro Family Trust	41,761	*	41,761	—	*
Sofia Castro	245,062	*	245,062	—	*
Robert T. Castro, as Trustee of the Sofia C. Castro Family Trust	41,761	*	41,761	—	*

* Represents less than 1%.

4

PLAN OF DISTRIBUTION

We have prepared this prospectus to allow the selling shareholders to offer and sell from time to time after the date of this prospectus, up to 860,470 shares of our common stock for their own account. We are not offering any shares of common stock under this prospectus and will not receive any proceeds from the sale of shares offered by the selling shareholders. We will bear all fees and expenses incident to our obligations to register the shares of common stock.

The selling shareholders may sell the shares directly to purchasers or through broker-dealers or agents in one or more transactions at any time at fixed prices, at market prices prevailing at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions on any national securities exchange or quotation service on which the shares may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on such exchanges or services or in the over-the-counter market.

The shares may be sold directly to purchasers or through broker-dealers or agents by one or more of, or a combination of, the following:

  • ordinary brokerage transactions and transactions in which the broker solicits purchasers;

• a block trade in which the broker-dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by such broker-dealer for its account; and

• in privately negotiated transactions.

The selling shareholders may also sell shares under Rule 144 of the Securities Act, if available, rather than under this prospectus.

The selling shareholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any selling shareholder who is an "underwriter" within the meaning of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and the provisions of the Exchange Act and the rules thereunder relating to stock manipulation. In order to comply with certain states' securities laws, if applicable, the shares sold in those jurisdictions may only be sold through registered or licensed brokers or dealers.

The selling shareholders have informed us that none of them has any agreement or understanding, directly or indirectly, with any person to distribute the shares offered by this prospectus. If any selling shareholder notifies us that a material arrangement has been entered into with a broker-dealer for the sale of shares through a block trade, special offering or secondary distribution or a purchase by a broker or dealer, we may be required to file a supplement to this prospectus pursuant to the applicable rules promulgated under the Securities Act.

There can be no assurance that any selling shareholder will sell any or all of the shares of common stock covered by this prospectus.

We are required to pay all fees and expenses incident to the registration of the shares. The selling shareholders will bear the fees, discounts, concessions and commissions incurred by the selling shareholders in connection with resales of the shares. We have agreed to indemnify the selling shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act and the Exchange Act, or the selling shareholders may be entitled to contribution. The selling shareholders have agreed to indemnify us against certain losses, claims, damages, and liabilities, including liabilities under the Securities Act that may arise from written information furnished to us by the selling shareholders specifically for use in this prospectus.

In certain circumstances, we may restrict or suspend offers and sales or other dispositions of the shares under the registration statement of which this prospectus forms a part after the date of this prospectus. In the event of such restriction or suspension, the selling shareholders will not be able to offer or sell or otherwise dispose of the shares of common stock under the registration statement of which this prospectus forms a part.

The selling shareholders and any other person participating in the sale of the common stock will be subject to the rules of the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of the common stock by the selling shareholders and any other such person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the common stock to engage in market-making activities with respect to the particular common stock being distributed. This may affect the marketability of the common stock and the ability of any person or entity to engage in market-making activities with respect to the common stock.

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Once sold under the registration statement of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

LEGAL MATTERS

The validity of the common stock offered pursuant to this prospectus has been passed upon for us by Bass, Berry & Sims PLC, Nashville, Tennessee.

EXPERTS

The consolidated financial statements of Pinnacle as of December 31, 2015, and for each of the years in the three-year period ended December 31, 2015, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2015 have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

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PINNACLE FINANCIAL PARTNERS, INC.

860,470 Shares of Common Stock

PROSPECTUS

March 4, 2016

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth an estimate of the registrant's expenses in connection with the issuance and distribution of the securities being registered hereby. All amounts are estimates except the SEC registration fee.

	Amount
SEC Registration Fee	$	3,940
Legal Fees and Expenses	$	25,000
Accounting Fees and Expenses	$	100,000
Printing Fees and Expenses	$	0
Transfer Agent's Fees and Expenses	$	0
Total	$	128,940

The selling shareholders will bear the fees, discounts, concessions and commissions, and expenses, if any, of their own counsel, incurred by the selling shareholders in connection with resales of the securities registered hereby.

Item 15. Indemnification of Directors and Officers.

Tennessee General Corporation Law

The Tennessee Business Corporation Act ("TCBA") provides that a corporation may indemnify any of its directors and officers against liability incurred in connection with a proceeding if: (a) such person acted in good faith; (b) in the case of conduct in an official capacity with the corporation, the person reasonably believed such conduct was in the corporation's best interests; (c) in all other cases, the person reasonably believed that the person's conduct was at least not opposed to the best interests of the corporation; and (d) in connection with any criminal proceeding, such person had no reasonable cause to believe the person's conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer was adjudged to be liable to the corporation. The TBCA also provides that in connection with any proceeding charging improper personal benefit to an officer or director, no indemnification may be made if such officer or director is adjudged liable on the basis that such personal benefit was improperly received. In cases where the director or officer is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a director or officer of a corporation, the TBCA mandates that the corporation indemnify the director or officer against reasonable expenses incurred in the proceeding. The TBCA provides that a court of competent jurisdiction, unless the corporation's charter provides otherwise, upon application, may order that an officer or director be indemnified for reasonable expenses if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, notwithstanding the fact that (a) such officer or director was adjudged liable to the corporation in a proceeding by or in the right of the corporation; (b) such officer or director was adjudged liable on the basis that personal benefit was improperly received by the officer or director; or (c) such officer or director breached the officer's or director's duty of care to the corporation.

Pinnacle's amended and restated charter, as amended, provides that it will indemnify its directors and officers to the maximum extent permitted by the TBCA. Pinnacle's bylaws provide that its directors and officers shall be indemnified against expenses that they actually and reasonably incur if they are successful on the merits of a claim or proceeding. In addition, the bylaws provide that Pinnacle will advance to its directors and officers reasonable expenses of any claim or proceeding so long as the director or officer furnishes Pinnacle with (1) a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct and (2) a written statement that he or she will repay any advances if it is ultimately determined that he or she is not entitled to indemnification.

When a case or dispute is settled or otherwise not ultimately determined on its merits, the indemnification provisions provide that Pinnacle will indemnify its directors and officers when they meet the applicable standard of conduct. The applicable standard of conduct is met if the director or officer acted in a manner he or she in good faith believed to be in or not opposed to Pinnacle's best interests and, in the case of a criminal action or proceeding, if the individual had no reasonable cause to believe his or her conduct was unlawful. Pinnacle's board of directors, shareholders or independent legal counsel determines whether the director or officer has met the applicable standard of conduct in each specific case.

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Pinnacle's amended and restated charter, as amended, and bylaws, as amended, also provide that the indemnification rights contained therein do not exclude other indemnification rights to which a director or officer may be entitled under any bylaw, resolution or agreement, either specifically or in general terms approved by the affirmative vote of the holders of a majority of the shares entitled to vote. Pinnacle can also provide for greater indemnification than is provided for in the bylaws if Pinnacle chooses to do so, subject to approval by its shareholders and the limitations provided in its amended and restated charter, as amended, as discussed in the subsequent paragraph.

Pinnacle's amended and restated charter, as amended, eliminates, with exceptions, the potential personal liability of a director for monetary damages to Pinnacle and its shareholders for breach of a duty as a director. There is, however, no elimination of liability for:

• a breach of the director's duty of loyalty to Pinnacle or its shareholders;

• an act or omission not in good faith or which involves intentional misconduct or a knowing violation of law; or

• any payment of a dividend or approval of a stock repurchase that is illegal under the TBCA.

Pinnacle's amended and restated charter, as amended, does not eliminate or limit Pinnacle's right or the right of its shareholders to seek injunctive or other equitable relief not involving monetary damages.

The indemnification provisions of Pinnacle's bylaws specifically provide that Pinnacle may purchase and maintain insurance on behalf of any director or officer against any liability asserted against and incurred by him or her in his or her capacity as a director, officer, employee or agent whether or not Pinnacle would have had the power to indemnify against such liability.

Item 16. Exhibits.

The Exhibit Index filed herewith and appearing immediately after the signature page to this Registration Statement is incorporated by reference herein.

Item 17. Undertakings.

(a)    The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial  bona fide  offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:.
(i)		Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.  Provided, however,  that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial  bona fide  offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on March 4, 2016.

PINNACLE FINANCIAL PARTNERS, INC.

 /s/ M. Terry Turner

M. Terry Turner

President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints M. Terry Turner or Harold R. Carpenter, and either of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this Registration Statement on Form S-3, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated below:

Name	Title	Date
/s/ Robert A. McCabe, Jr.		March 4, 2016
Robert A. McCabe, Jr.	Chairman and Director
/s/ M. Terry Turner	President, Chief Executive Officer and Director	March 4, 2016
M. Terry Turner	(Principal Executive Officer)
/s/ Harold R. Carpenter	Chief Financial Officer	March 4, 2016
Harold R. Carpenter	(Principal Financial and Accounting Officer)
/s/ Sue G. Atkinson
Sue G. Atkinson	Director	March 4, 2016
/s/ H. Gordon Bone
H. Gordon Bone	Director	March 4, 2016
/s/ Charles E. Brock
Charles E. Brock	Director	March 4, 2016

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/s/ Renda Burkhart
Renda Burkhart	Director	March 4, 2016
/s/ Gregory L. Burns
Gregory L. Burns	Director	March 4, 2016
/s/ Collen Conway-Welch
Collen Conway-Welch	Director	March 4, 2016
/s/ James C. Cope
James C. Cope	Director	March 4, 2016
/s/ Thomas C. Farnsworth, III
Thomas C. Farnsworth, III	Director	March 4, 2016
/s/ Glenda Baskin Glover
Glenda Baskin Glover	Director	March 4, 2016
William F. Hagerty, IV	Director
/s/ William Huddleston, IV
William Huddleston, IV	Director	March 4, 2016
/s/ Ed C. Loughry, Jr.
Ed C. Loughry, Jr.	Director	March 4, 2016
/s/ Gary L. Scott
Gary L. Scott	Director	March 4, 2016
/s/ Reese L. Smith III
Reese L. Smith III	Director	March 4, 2016

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger by and between the Registrant and Avenue Financial Holdings, Inc., dated as of January 28, 2016 (Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K will be furnished supplementally to the Securities and Exchange Commission upon request) (incorporated by reference to the Registrant's Report on Form 8-K, as filed with the SEC on January 29, 2016 (File No. 000-31225)).
3.1	Certificate of Incorporation of the Registrant, as amended (restated for SEC filing purposes only) (incorporated by reference to the Registrant's Report on Form 8-K, as filed with the SEC on April 27, 2015 (File No. 000-31225)).
3.2	Amended and Restated Bylaws of the Registrant (restated for SEC filing purposes only) (incorporated by reference to the Registrant's Report on Form 8-K, as filed with the SEC on April 27, 2015 (File No. 000-31225)).
4.1	Specimen Certificate for shares of Common Stock, $1.00 par value, of the Registrant (incorporated by reference to the Registrant's Registration Statement on Form SB-2, as amended (File No. 333-38018)).
4.2*	Investor Rights Agreement, dated as of March 1, 2016, by and among the Registrant and the persons named as sellers on the signature pages thereto
5.1*	Opinion of Bass, Berry & Sims PLC.
23.1*	Consent of KPMG LLP, independent registered public accounting firm to Pinnacle Financial Partners, Inc.
23.2*	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
24.1*	Power of Attorney (contained on signature page of this Registration Statement)

______________________________________________

* Filed herewith.

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EX-4.2

Exhibit 4.2

Execution Version

INVESTOR RIGHTS AGREEMENT

This Investor Rights Agreement (this "Agreement") is made and entered into as of March 1, 2016 (the "Effective Date") by and among Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Company"), and the persons or entities named as Sellers on the signature pages hereof (individually, a "Seller," and collectively, the "Sellers").

RECITALS

WHEREAS, in connection with the Membership Interest Purchase Agreement dated as of January 19, 2016 by and among the Company, Pinnacle Bank, a Tennessee state chartered bank and direct wholly owned subsidiary of the Company, BHG Founders, Inc., a Florida corporation, Bankers Healthcare Group, LLC, a Florida limited liability company, Crawford & Castro, LLC, a Delaware limited liability company and the persons named as sellers therein, as amended by that certain Amendment, dated as of the date hereof (as may be amended or modified and in effect from time to time, the "Purchase Agreement"), the Company issued in a private placement to the Sellers at the Closing those shares of the Company's common stock, $1.00 par value per share (the "Common Stock") identified on Schedule A hereto as part of the consideration to be paid pursuant to the Purchase Agreement (collectively, the "Stock Consideration").

WHEREAS, pursuant to the Purchase Agreement, the Company has filed with the SEC a registration statement on Form S-3 covering the resale as a secondary offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act of all the shares of Common Stock constituting the Stock Consideration (the "Registration Statement").

WHEREAS, in connection with the issuance of the Stock Consideration and the filing of the Registration Statement, the parties desire to enter into this Agreement to grant certain rights to the Sellers and the Company with regard to the secondary offering and sale of the shares of Common Stock constituting the Stock Consideration as set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, based on the foregoing, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1Terms Not Defined Herein.Capitalized terms used herein and not otherwise defined are defined as set forth in the Purchase Agreement.

Section 1.2Terms Defined Herein. For purposes of this Agreement, the following terms and variations thereof have the meanings set forth below:

"Agreement" has the meaning set forth in the preamble.

"Common Stock" has the meaning set forth in the recitals.

"Company Indemnitee" has the meaning set forth in Section 4.1(a).

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"Grace Period" has the meaning set forth in Section 2.1(d).

"Holder" means any Seller who holds Registrable Securities.

"Holder Indemnitee" has the meaning set forth in Section 4.1(a).

"Indemnified Party" has the meaning set forth in Section 4.1(c).

"Indemnifying Party" has the meaning set forth in Section 4.1(c).

"LLC Agreement" has the meaning set forth in Section 5.1.

"Purchase Agreement" has the meaning set forth in the recitals.

"Registrable Securities" means the shares of Common Stock registered under the Registration Statement and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to such securities; provided, however, that Registrable Securities shall cease to be Registrable Securities when (i) such securities have been disposed of in accordance with the Registration Statement or pursuant to Rule 144; (ii) such securities may be sold pursuant to Rule 144 without the requirement that the Company be in compliance with the current public information requirement of Rule 144 and without manner-of-sale restrictions or volume limitations; (iii) such securities cease to be outstanding; or (iv) such securities have been transferred or assigned in a private transaction in which the transferor's rights under this Agreement are not assigned in compliance with the terms of Section 5.1.

"Registration Statement" has the meaning set forth in the recitals.

"Rule 144" means Rule 144 under the Securities Act or any successor or other similar rule, regulation or interpretation of the SEC that may at any time permit the sale of Registrable Securities to the public without registration.

"Rule 405" means Rule 405 under the Securities Act or any successor other similar rule.

"Rule 415" means Rule 415 under the Securities Act or any successor or other similar rule providing for offering securities on a continuous or delayed basis.

"Seller" has the meaning set forth in the preamble.

"Selling Expenses" means all underwriting discounts, selling commissions, fees of underwriters, selling brokers, dealer managers and similar securities industry professionals and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for any Holder.

"Violation" has the meaning set forth in Section 4.1(a).

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ARTICLE II

REGISTRATION AND PROCEDURES

Section 2.1Company Obligations.

(a)The Company shall promptly notify (which notice shall be accompanied by an instruction to suspend the use of the prospectus) each Holder of Registrable Securities covered by the Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which any prospectus included in, or relating to, the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading (provided that in no event shall such notice contain any material, non-public information), and, subject to Section 2.1(d), promptly prepare and file with the SEC a supplement to the related prospectus or amendment to the Registration Statement or any other required document so that, as thereafter delivered to the Holders, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b)The Company shall use commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of the Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension as soon as reasonably practicable and to notify the Holders of Registrable Securities covered by the Registration Statement of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

(c)The Company shall use commercially reasonable efforts to cooperate with the Holders who hold Registrable Securities covered by the Registration Statement and, to the extent applicable, facilitate the timely preparation and delivery of certificates or book-entry shares (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates or book-entry shares to be in such denominations or amounts, as the case may be, as such Holders may reasonably request and, registered in such names as such Holders may request.

(d)Notwithstanding anything in this Agreement to the contrary, the Company may at any time delay the disclosure of material, non-public information concerning the Company or any of its Subsidiaries if the Board of Directors of the Company has determined in good faith that disclosure of such information is not in the best interests of the Company and not otherwise required by the rules and regulations of the SEC (a "Grace Period"); provided, however, that the Company shall promptly (i) provide written notice to the Holders of Registrable Securities covered by the Registration Statement of the existence of material, non-public information giving rise to a Grace Period (provided that in no event shall such notice contain any material, non-public information) and the date on which the Grace Period will begin, and (ii) provide written notice to such Holders of the date on which the Grace Period ends; provided, further, that no Grace Period shall exceed sixty (60) consecutive days and during any 12-month period such Grace Periods shall not exceed an aggregate of one hundred and twenty (120) days.  The provisions of Section 2.1(a) shall not be applicable during the period of any Grace Period.  Upon expiration of a Grace Period, the Company shall again be bound by the provisions of Section 2.1(a) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable.

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(e)The Company shall furnish to the Holders, without charge, such documents, including copies of any preliminary prospectus or final prospectus contained in the Registration Statement or any amendments or supplements thereto, as the Holders may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities covered by the Registration Statement.

Section 2.2Current Public Information.  The Company shall use commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144 until all the Registrable Securities cease to be Registrable Securities, and so long as a Holder owns any Registrable Securities, furnish to such Holder upon request a written statement by the Company as to its satisfaction of the current public information requirements of Rule 144.

Section 2.3Obligations of the Sellers.

(a)Upon receipt of written notice from the Company of the happening of any event of the kind described in Section 2.1(a) or Section 2.1(b) or written notice of any Grace Period, each Holder shall forthwith discontinue disposition of Registrable Securities until such Holder has received copies of a supplemented or amended prospectus or until such Holder is advised in writing by the Company that the use of the prospectus may be resumed or that the Grace Period has ended. If so directed by the Company, such Holder shall use its reasonable best efforts to return to the Company (at the Company's expense) all copies of the prospectus covering such Registrable Securities current at the time of receipt of such notice other than permanent file copies then in such Holders' possession.

(b)No Holder shall use any free writing prospectus (as defined in Rule 405) in connection with the sale of Registrable Securities without the prior written consent of the Company.

ARTICLE III SELLING EXPENSES

All Selling Expenses incurred in connection with any registration or sale of the Registrable Securities hereunder shall be borne by the Holders of the Registrable Securities so registered in proportion the Registrable Securities owned by such Holders.

ARTICLE IV INDEMNIFICATION AND CONTRIBUTION

Section 4.1Indemnification.

(a)To the extent permitted by law, the Company shall indemnify and hold harmless each Holder and, if a Holder is a person other than an individual, such Holder's officers, directors, employees, agents, representatives and Affiliates and each person, if any, who controls such Holder within the meaning of the Securities Act or the Exchange Act (each, a "Holder Indemnitee"), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, or the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or any documents incorporated therein by reference, and (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company will pay to each such Holder Indemnitee, as accrued, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnification contained in this Section 4.1(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, action or expense to the extent that it arises out of or is based upon a Violation which occurs (A) in reliance upon and in conformity with written information furnished by any such Holder Indemnitee, (B) in connection with any failure of such person to deliver or cause to be delivered a prospectus made available by the Company to such Holder in a timely manner or (C) as a result of offers or sales effected by or on behalf of such Holder Indemnitee by means of a free writing prospectus (as defined in Rule 405) that was not authorized in writing by the Company.

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(b)To the extent permitted by law, each Holder (severally and not jointly) will indemnify and hold harmless the Company and each of its officers, directors, employees, agents, representatives and Affiliates and persons, if any, who control the Company within the meaning of the Securities Act or the Exchange Act (each, a "Company Indemnitee"), against any losses, claims, damages, or liabilities (joint or several) to which any of the Company Indemnitees may become subject under the Securities Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any (i) untrue statement or alleged untrue statement of a material fact regarding such Holder and provided in writing by such Holder which is contained in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, in each case to the extent (and only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, preliminary or final prospectus, amendment or supplement thereto, in reliance upon and in conformity with written information furnished by such Holder and each such Holder will pay, as accrued, any legal or other expenses reasonably incurred by any Company Indemnitee pursuant to this Section 4.1(b), in connection with investigating or defending any such loss, claim, damage, liability, or action as a result of such Holder's untrue statement or omission; provided, however, that the indemnification contained in this Section 4.1(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld).  Notwithstanding the foregoing, the maximum indemnification liability of any Holder under this Section 4.1(b) is limited to an amount equal to the per share price multiplied by the number of shares of Registrable Securities sold by Holder pursuant to the Registration Statement.

(c)Promptly after receipt by a party to this Agreement entitled to indemnity hereunder (an "Indemnified Party") under this Section 4.1 of notice of the commencement of any action (including any governmental action), such Indemnified Party will, if a claim in respect thereof is to be made against any party to this Agreement from whom indemnification may be sought under this Section 4.1 (an "Indemnifying Party"), deliver to the Indemnifying Party a written notice of the commencement thereof and the Indemnifying Party shall have the right to participate in, and, to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly noticed, to assume the defense thereof with counsel reasonably satisfactory to the Indemnifying Party; provided, however, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses of such counsel to be paid by the Indemnifying Party, if (i) the Indemnifying Party shall have failed to assume the defense of such claim within seven (7) days after receipt of notice of the claim and to employ counsel reasonably satisfactory to such Indemnified Party, as the case may be; or (ii) in the reasonable opinion of counsel retained by the Indemnifying Party, representation of such Indemnified Party by such counsel would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party shall cooperate fully with the Indemnifying Party in connection with any negotiation or defense of any such action or claim by the Indemnifying Party and shall furnish to the Indemnifying Party all information reasonably available to the Indemnified Party which relates to such action or claim. The Indemnifying Party shall keep the Indemnified Party reasonably apprised of the status of the defense or any settlement negotiations with respect thereto. No Indemnifying Party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, that the Indemnifying Party shall not unreasonably withhold, delay or condition its consent. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 4.1, except to the extent such failure to give notice has a material adverse effect on the ability of the Indemnifying Party to defend such action.

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Section 4.2Contribution.  If the indemnification provided for in Section 4.1 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, the amount any Holder will be obligated to contribute pursuant to this Section 4.2 will be limited to an amount equal to the per share price multiplied by the number of shares of Registrable Securities sold by Holder pursuant to the Registration Statement (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such loss, liability, claim, damage, or expense or any substantially similar loss, liability, claim, damage, or expense arising from the sale of such Registrable Securities). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution hereunder from any person who was not guilty of such fraudulent misrepresentation.

ARTICLE V GENERAL PROVISIONS

  Section 5.1Assignment; No Third Party Beneficiaries.  This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties to this Agreement.  Nothing in this Agreement will be construed to give any party other than the parties to this Agreement or their respective successors and assigns any legal or equitable right under or with respect to this Agreement or any provision of this Agreement, except such rights as will inure to a successor or permitted assignee pursuant to this Section 5.1.  The Company may not assign any of its rights or delegate any of its obligations under this Agreement (except in connection with the sale of all or substantially all of the assets of or any business combination transaction involving the Company) without the prior written consent of Holders of a majority of the Registrable Securities then outstanding.  Except for an assignment to a Permitted Transferee (as defined in the Amended and Restated Limited Liability Company Agreement of Bankers Healthcare Group, LLC, a Florida limited liability company, dated as of the date hereof (the "LLC Agreement"), a Holder may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Company.

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Section 5.2Notices.  All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile with confirmation of transmission by the transmitting equipment, (c) received by the addressee, if sent by certified mail, return receipt requested, or (d) received by the addressee, if sent by a nationally recognized overnight delivery service, return receipt requested, in each case, to the appropriate address or facsimile number set forth below (or to such other addresses or facsimile numbers as a party may designate by notice to the other parties):

If to the Sellers:

BHG Founders, Inc.

201 Solar Street

Syracuse, NY 13204

Facsimile:(315) 637-4686

Albert Crawford

201 Solar Street

Syracuse, NY 13204

Facsimile:(315) 637-4686

Eric Castro and/or Barbara Castro

10234 W. State Road 84

Davie, FL 33324

Facsimile: (954) 384-9609

and

Robert Castro and/or Sofia Castro

10234 W. State Road 84

Davie, FL 33324

Facsimile:  (954) 332-6400

with a copy to:

Moore &Van Allen PLLC

100 North Tryon Street, Suite 4700

Charlotte, North Carolina 28202

Attention:          Hal A. Levinson

Brian D. Mesibov

Facsimile:             (704) 378-2050

(704) 378-1986

If to the Company:

Pinnacle Financial Partners, Inc.150

Third Avenue South, Suite 900

Nashville, Tennessee 37201

Attention:   Harold R. Carpenter

Fax No.:                (615) 744-3842

with a copy to:

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, Tennessee 37201

Attention:          D. Scott Holley

Fax No.:               (615) 742-2813

Section 5.3Entire Agreement; Modification or Waiver.  This Agreement, including Schedule A hereto, constitutes the entire agreement among the parties and supersedes all prior agreements (other than the Purchase Agreement and the LLC Agreement), whether written or oral, between the parties with respect to the subject matter hereof and thereof.  This Agreement may not be amended except by a written agreement signed by the Company and the Holders of a majority of the Registrable Securities then outstanding.  No claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by, in the case of any waiver requested by the Company, the Holders of a majority of the Registrable Securities then outstanding, and in the case of any waiver requested by the Holders of a majority of the Registrable Securities then outstanding, the Company.  Any amendment or waiver effected in accordance with this paragraph shall be binding upon each Holder of any the Registrable Securities then outstanding, each future Holder of all such the Registrable Securities, and the Company.  No such amendment shall be effective to the extent that it applies to less than all of the Holders of the Registrable Securities then outstanding.

Section 5.4Severability.  If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.

Section 5.5Headings; Construction. The headings of Articles and Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All words used in this Agreement will be construed to be of such gender or number as the context requires. The word "including" shall be read as "including but not limited to" and otherwise shall be considered illustrative and non-limiting. The language used in this Agreement will be construed, in all cases, according to its fair meaning, and not for or against any party hereto. The parties acknowledge that each party has reviewed this Agreement and that rules of construction to the effect that any ambiguities are to be resolved against the drafting party, will not be available in the interpretation of this Agreement.

Section 5.6Governing Law. This Agreement, and any claims that arise out of or result from this Agreement, will be governed by and construed under the laws of the State of Delaware without regard to any conflicts of laws principles that would require the application of any other law.

Section 5.7Execution of Agreement; Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile, or by .pdf or similar imaging transmission, will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.  Signatures of the parties transmitted by facsimile, or by .pdf or similar imaging transmission, will be deemed to be their original signatures for any purpose whatsoever.

Section 5.8Waiver of Jury Trial.  THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR IN ANY WAY PERTAINING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE.  ANY PARTY MAY FILE A COPY OF THIS SECTION 5.8 WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED AGREEMENT BETWEEN THE PARTIES TO IRREVOCABLY WAIVE TRIAL BY JURY, AND THAT ANY PROCEEDING OR ACTION WHATSOEVER BETWEEN THE PARTIES RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

(Next Page is Signature Page)

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

THE COMPANY:

PINNACLE FINANCIAL PARTNERS, INC.

By:/s/ Hugh M. QueenerName: Hugh M. QueenerIts:    EVP & Chief Administrative Officer

SELLERS:

BHG FOUNDERS, INC.

By:/s/ Albert CrawfordName: Albert CrawfordIts:Chief Executive Officer

/s/ Albert Crawford

Albert Crawford

/s/ Barbara Castro

Barbara Castro

/s/ Sofia Castro

Sofia Castro

/s/ Eric Castro

Eric Castro

/s/ Robert Castro

Robert Castro

SCHEDULE A

Stockholder	Number of Shares of Common Stock
BHG Founders, Inc.	860,470

EX-5.1

Exhibit 5.1

150 Third Avenue South, Suite 2800

Nashville, TN  37201

(615) 742-6200

March 4, 2016

Pinnacle Financial Partners, Inc.

150 Third Avenue South, Suite 900

Nashville, Tennessee 37201

Re:Registration Statement of Pinnacle Financial Partners, Inc. on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Company"), in connection with the Registration Statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to the registration for the resale from time to time by certain shareholders of the Company of an aggregate of 860,470 shares of the Company's common stock, $1.00 par value per share, that are issued and outstanding (the "Shares").

In rendering the opinion expressed herein, we have examined and relied on originals or copies of the Registration Statement and such other corporate records of the Company and certificates of public officials as we have deemed necessary as a basis for rendering the opinion expressed herein. We have also been furnished with, and have relied upon, certificates of officers of the Company with respect to certain factual matters. We have assumed the authenticity of original documents and the genuineness of all signatures, the conformity to the originals of all documents submitted to us as certified or photostatic copies, and the legal capacity of all natural persons.

Based upon and subject to the qualifications, assumptions and limitations set forth herein, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.

The opinion expressed herein is limited to the Tennessee Business Corporation Act. We do not express any opinion with respect to the law of any other jurisdiction or to the securities or "blue sky" laws of any jurisdiction.

The opinion expressed herein is given as of the date hereof, and we assume no obligation to advise you after the date hereof of changes of facts or in law (or the effect thereof on the opinion expressed herein) that hereafter come to our attention. The opinion expressed herein is strictly limited to the matters stated in this opinion letter and no other opinions are to be implied.

We consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related prospectus which forms a part of the Registration Statement under the caption "Legal Matters." In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

    Very truly yours,

    /s/ Bass, Berry & Sims PLC

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Pinnacle Financial Partners, Inc.:

We consent to the use of our reports dated February 29, 2016, with respect to the consolidated balance sheets of Pinnacle Financial Partners, Inc. as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income (loss), stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2015, and the effectiveness of internal control over financial reporting as of December 31, 2015, incorporated herein by reference in Form 10-K for the fiscal year ended December 31, 2015 and to the reference to our firm under the heading "Experts" in the prospectus.

/s/ KPMG LLP

Nashville, Tennessee

March 3, 2016