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^*

Ayers James W.

(Last)

(First)

(Middle)

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2017

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⁽¹⁾	11/28/2017		J	V	8,169	D	$0.00⁽¹⁾	8,169	I	Held by Ayers Asset Management, Inc.
Common Stock								17,182,784	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)
Restricted Stock Units (obligation to sell)⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	11/28/2017		J			3,988	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	3,988	⁽²⁾⁽³⁾	3,988	I	Held by employees of Ayers Asset Management, Inc.
Restricted Stock Units (obligation to sell)⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	11/28/2017		J			2,062	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	2,062	⁽⁴⁾⁽⁵⁾	2,062	I	Held by employees of Ayers Asset Management, Inc.
Restricted Stock Units (obligation to sell)⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	11/28/2017		J			2,119	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	2,119	⁽⁶⁾⁽⁷⁾	2,119	I	Held by employees of Ayers Asset Management, Inc.

Explanation of Responses:

1. On November 30, 2017, immediately prior to the issuances of RSUs (defined below) reported in Table II of this Form 4, the reporting person (i) transferred to Ayers Asset Management, Inc. ("AAM") 2,784 shares of common stock, par value $1.00 per share, of FB Financial Corporation ("Common Stock") and (ii) assigned to AAM his contractual right to receive an additional 5,385 shares of Common Stock (collectively, the "Shares") for no consideration (the "Transfer"). The reporting person is the sole shareholder of AAM. Accordingly, the Transfer effected only a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in the Shares and is therefore exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-13 promulgated thereunder.

2. On November 30, 2017, immediately after the Transfer reported in Table I of this Form 4, AAM issued 3,988 Restricted Stock Units ("RSUs") to certain AAM employees (each, a "Grantee" and, collectively, the "Grantees") as additional compensation for services rendered and to be rendered by such Grantees to AAM. These RSUs are convertible on a one-for-one (1:1) basis into a corresponding number of Shares. The RSUs that were awarded to a respective Grantee will vest in their entirety and become non-forfeitable on the earliest to occur of the following: (i) January 31, 2022, subject to the Grantee's continued employment with AAM on such date; (ii) the date of termination of the Grantee's employment by AAM as a result of the Grantee's death or disability; or (iii) the date of the reporting person's death.

3. (Continued from Footnote 2) If the Grantee's employment with AAM terminates prior to vesting for any reason (other than as a result of the Grantee's death or disability as described in clause (ii) in the immediately preceding sentence), then the Grantee shall forfeit any unvested RSUs as of the date of such termination (the "Unvested RSUs"). In the event of such a forfeiture, the Unvested RSUs shall thereafter immediately and automatically (i) be transferred to the Middle Tennessee Council, Inc., Boy Scouts of America (the "Boy Scouts"), (ii) vest in their entirety and (iii) be converted on a one-for-one (1:1) basis into a number of Shares that corresponds with the number of Unvested RSUs.

4. On November 30, 2017, immediately after the Transfer reported in Table I of this Form 4, AAM issued 2,062 RSUs to certain Grantees as additional compensation for services rendered and to be rendered by such Grantees to AAM. These RSUs are convertible on a one-for-one (1:1) basis into a corresponding number of Shares. The RSUs that were awarded to these Grantees will vest and become non-forfeitable as follows: (i) the RSUs will vest in five equal annual installments on January 31, 2018, January 31, 2019, January 31, 2020, January 31, 2021 and January 31, 2022, subject to the Grantee's continued employment with AAM on each such date; (ii) any unvested RSUs will vest on the date of termination of the Grantee's employment by AAM as a result of the Grantee's death or disability; or (iii) any unvested RSUs will vest on the date of the reporting person's death.

5. (Continued from Footnote 4) If the Grantee's employment with AAM terminates prior to any of the foregoing vesting dates for any reason (other than as a result of the Grantee's death or disability as described in clause (ii) in the immediately preceding sentence), then the Grantee shall forfeit the Unvested RSUs as of the date of such termination. In the event of such a forfeiture, the Unvested RSUs shall thereafter immediately and automatically (i) be transferred to the Boy Scouts, (ii) vest in their entirety and (iii) be converted on a one-for-one (1:1) basis into a number of Shares that corresponds with the number of Unvested RSUs.

6. On November 30, 2017, immediately after the Transfer reported in Table I of this Form 4, AAM issued 2,119 RSUs to certain Grantees as additional compensation for services rendered and to be rendered by such Grantees to AAM. These RSUs are convertible on a one-for-one (1:1) basis into a corresponding number of Shares. The RSUs that were awarded to these Grantees will vest in their entirety and become non-forfeitable on the earliest to occur of the following: (i) January 31, 2018, subject to the Grantee's continued employment with AAM on such date; (ii) on the date of termination of the Grantee's employment by AAM as a result of the Grantee's death or disability; or (iii) the date of the reporting person's death.

7. (Continued from Footnote 6) If the Grantee's employment with AAM terminates prior to vesting for any reason (other than as a result of the Grantee's death or disability as described in clause (ii) in the immediately preceding sentence), then the Grantee shall forfeit any unvested RSUs as of the date of such termination. In the event of such a forfeiture, the Unvested RSUs shall thereafter immediately and automatically (i) be transferred to the Boy Scouts, (ii) vest in their entirety and (iii) be converted on a one-for-one (1:1) basis into a number of Shares that corresponds with the number of Unvested RSUs.

Remarks:

	/s/ Will Martin, as Attorney- in-Fact	11/30/2017
	** Signature of Reporting Person	Date
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