SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Holmes Christopher T

(Last)

(First)

(Middle)

C/O FB FINANCIAL CORPORATION

211 COMMERCE STREET, SUITE 300

(Street)

NASHVILLE

37201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FB Financial Corp [ FBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2018		M⁽¹⁾⁽²⁾⁽³⁾		12,845⁽⁴⁾	A	$0.00⁽¹⁾⁽²⁾⁽³⁾	322,129	D
Common Stock	02/15/2018		F		3,649	D	$41.99	318,480	D
Common Stock	02/15/2018		M⁽¹⁾⁽²⁾⁽³⁾		61,838⁽⁵⁾	A	$0.00⁽¹⁾⁽²⁾⁽³⁾	380,318	D
Common Stock	02/15/2018		F		20,761	D	$41.99	359,557	D
Common Stock	02/15/2018		A⁽⁶⁾	V	299⁽⁶⁾	A	$33.34	359,856	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
EBI Units	⁽¹⁾⁽²⁾⁽³⁾	02/15/2018		M			12,845⁽⁴⁾	⁽⁴⁾	⁽¹⁾⁽²⁾⁽⁴⁾	Common Stock	12,845	$0.00⁽¹⁾⁽²⁾⁽³⁾	15,437⁽⁴⁾	D
EBI Units	⁽¹⁾⁽²⁾⁽³⁾	02/15/2018		M			61,838⁽⁵⁾	⁽⁵⁾	⁽¹⁾⁽²⁾⁽⁵⁾	Common Stock	61,838	$0.00⁽¹⁾⁽²⁾⁽³⁾	61,841⁽⁵⁾	D

Explanation of Responses:

1. The issuer granted these EBI Units (the "2012 EBI Units") to the reporting person pursuant to the FirstBank 2012 Equity Based Incentive Plan (the "2012 EBI Plan"). Prior to the consummation of the issuer's initial public offering (the "IPO"), on or shortly following the vesting date, the reporting person was to receive an amount in cash equal to the fair market value of a share of common stock on the December 31 immediately preceding the payment date.

2. (Continued from footnote 1) Following the consummation of the IPO, however, the issuer permitted participants in the 2012 EBI Plan to elect to receive, for each vested 2012 EBI Unit, either (i) an amount of cash equal to the fair market value of a share of issuer common stock on the December 31 immediately preceding the payment date or (ii) a number of shares of issuer common stock equal to the product obtained from multiplying the number of vested 2012 EBI Units by 1.1268 (determined by dividing $21.4085, the fair market value per 2012 EBI Unit as determined under the 2012 EBI Plan, by $19.00, the IPO price).

3. The reporting person elected to settle all of these EBI Units for shares of issuer common stock.

4. 12,958 EBI Units vested on January 31, 2017, 12,845 EBI Units vested on January 31, 2018 and 15,437 EBI Units will vest on January 31, 2019.

5. The EBI Units will vest and become payable in two approximately equal installments on each of February 1, 2018 and August 1, 2019, or earlier upon (i) a change in control, (ii) Mr. Holmes' separation from service by reason of his disability, or (iii) Mr. Holmes' death. The vesting of the grant is conditioned, in each case, upon Mr. Holmes continued employment with the issuer on each vesting date.

6. These shares were acquired under the FB Financial Corporation 2016 Employee Stock Purchase Plan in a transaction that was exempt under Rule 16b-3(c).

Remarks:

	/s/ Will Martin, as Attorney-in-Fact	02/20/2018
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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