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*
Brock Charles E
(Last) (First) (Middle)
PO BOX 25107
(Street)
CHATTANOOGA TN 37422-5107
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PINNACLE FINANCIAL PARTNERS INC [ PNFP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2015
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)
Code V Amount (A) or (D) Price
PNFP Common Stock 07/31/2015 A 22,500 A (1) 22,500 D
PNFP Common Stock 08/03/2015 A 753(2) A $0.00 23,253 D
PNFP Common Stock 07/31/2015 A 8,910 A (3) 8,910(4) I By spouse as TNUTMA custodian for daughters
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (right to buy) $13.34 07/31/2015 A 18,750 07/31/2015 04/19/2017 Common Stock 18,750 (5) 18,750 D
Director Stock Option (right to buy) $20 07/31/2015 A 2,746 07/31/2015 12/31/2019 Common Stock 2,746 (6) 2,746 D
Director Stock Option (right to buy) $20 07/31/2015 A 2,806 07/31/2015 12/31/2021 Common Stock 2,806 (7) 2,806 D
Director Stock Option (right to buy) $25 07/31/2015 A 1,781 07/31/2015 01/31/2023 Common Stock 1,781 (8) 1,781 D
Director Stock Option (right to buy) $25 07/31/2015 A 5,000 07/31/2015 03/28/2023 Common Stock 5,000 (9) 5,000 D
Explanation of Responses:
1. Received in exchange for 45,000 shares of CapitalMark Bank & Trust Common Stock in connection with the merger (the "Merger") of CapitalMark Bank & Trust with and into Pinnacle Bank, a wholly-owned subsidiary of Pinnacle Financial Partners, Inc. ("Pinnacle Financial") On July 31, 2015, the closing price of Pinnacle Financials' common stock was $53.09.
2. Restricted shares with restrictions that lapse on February 28, 2016 based on attendance at Pinnacle Board and Committee meetings to which the above-named officer serves.
3. Received in exchange for 17,820 shares of CapitalMark Bank & Trust Common Stock in connection with the Merger. On July 31, 2015, the closing price of Pinnacle Financials' common stock was $53.09.
4. The reporting person disclaims beneficial ownership of these shares, and this report should not be deemed an admission that the reporting person is the beneficial owner of these shares for the purposes of Section 16 or for any other purposes.
5. Received in the Merger in exchange for a stock option to acquire 37,500 shares of CapitalMark Bank & Trust common stock for $6.67 per share.
6. Received in the Merger in exchange for a stock option to acquire 5,491 shares of CapitalMark Bank & Trust common stock for $10.00 per share.
7. Received in the Merger in exchange for a stock option to acquire 5,611 shares of CapitalMark Bank & Trust common stock for $10.00 per share.
8. Received in the Merger in exchange for a stock option to acquire 3,562 shares of CapitalMark Bank & Trust common stock for $12.50 per share.
9. Received in the Merger in exchange for a stock option to acquire 10,000 shares of CapitalMark Bank & Trust common stock for $12.50 per share.
Remarks:
/s/ Charles E. Brock 08/05/2015
** 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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