0001115055-24-000090.txt : 20240314 0001115055-24-000090.hdr.sgml : 20240314 20240314062817 ACCESSION NUMBER: 0001115055-24-000090 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240312 FILED AS OF DATE: 20240314 DATE AS OF CHANGE: 20240314 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CALLICUTT RICHARD D II CENTRAL INDEX KEY: 0001231143 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39309 FILM NUMBER: 24747853 MAIL ADDRESS: STREET 1: 3980 PREMIER DRIVE STREET 2: SUITE 210 CITY: HIGH POINT STATE: NC ZIP: 27265 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE FINANCIAL PARTNERS INC CENTRAL INDEX KEY: 0001115055 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] ORGANIZATION NAME: 02 Finance IRS NUMBER: 621812853 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 150 THIRD AVENUE SOUTH STREET 2: SUITE 900 CITY: NASHVILLE STATE: TN ZIP: 37201 BUSINESS PHONE: 6157443700 MAIL ADDRESS: STREET 1: 150 THIRD AVENUE SOUTH STREET 2: SUITE 900 CITY: NASHVILLE STATE: TN ZIP: 37201 4 1 wk-form4_1710412089.xml FORM 4 X0508 4 2024-03-12 0 0001115055 PINNACLE FINANCIAL PARTNERS INC PNFP 0001231143 CALLICUTT RICHARD D II 150 THIRD AVENUE SOUTH SUITE 900 NASHVILLE TN 37201 1 1 0 0 Chairman-Carolinas & Virginia 0 PNFP Common Stock 2024-03-12 4 A 0 24953 0 A 108256 D PNFP Common Stock 2024-03-12 4 S 0 11030 82.22 D 97226 D PNFP Common Stock 4415 I 401K Depositary Shares 12000 D On January 21, 2021, the reporting person was granted 30,444 performance units eligible to vest at target levels of performance (with vesting of more or less units possible) based on the performance of Pinnacle Financial Partners, Inc. (the Company) against certain performance metrics compared to peers for a performance period commencing January 1, 2021 and ended December 31, 2023 and so long as the average of the ratio of Pinnacle Bank's nonperforming assets to its loans plus other real estate owned (NPA ratio) at December 31, 2021, 2022 and 2023 was not greater than 3.00%. Based upon the performance of the Company for 2021, 2022 and 2023 and the average of the NPA ratio at December 31, 2021, 2022 and 2023 as well as total shareholder return for the Company for the period from January 21, 2021 through January 20, 2024, the reporting person earned 24,953 performance units, which units vested and were settled in shares of Company common stock. Performance units are settled in shares of common stock on a one-for-one basis. Accordingly, no purchase price was paid for the shares by the reporting person. Represents shares retained by the Company to cover withholding taxes due upon the vesting of the performance units and issuance of the common shares described in footnote 1. Each depositary share represents a 1/40th interest in a share of the Issuer's 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value per share. Depositary shares purchased in an underwritten public offering. /s/ Richard D. Callicut, II 2024-03-14