SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
CALLICUTT RICHARD D II

(Last) (First) (Middle)
150 THIRD AVENUE SOUTH
SUITE 900

(Street)
NASHVILLE TN 37201

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2017
3. Issuer Name and Ticker or Trading Symbol
PINNACLE FINANCIAL PARTNERS INC [ PNFP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman-Carolinas & Virginia
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
PNFP Common Stock 198,241(1) D
PNFP Common Stock 1,749 I By Spouse
PNFP Common Stock 4,415 I 401K
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes 69,102 shares of restricted common stock of Pinnacle Financial Partners, Inc. ("Pinnacle") received as a replacement award for 132,000 shares of restricted common stock of BNC Bancorp ("BNC") upon the consummation of the merger of Blue Merger Sub, Inc., a direct, wholly-owned subsidiary of Pinnacle ("Merger Sub") with and into BNC pursuant to that Agreement and Plan of Merger, dated as of January 22, 2017, by and among Pinnacle, BNC and Merger Sub. The shares vest in one-third pro rata increments on October 1 of each year of 2017, 2018 and 2019, unless accelerated in accordance with the terms of the award agreement evidencing the award, the BNC Bancorp 2013 Amended and Restated Omnibus Stock Incentive Plan, pursuant to which the award was granted or of Mr. Callicut's employment agreement with Pinnacle.
/s/ Richard D. Callicut, II 06/20/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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