X0304 4 2011-12-29 0 0001115055 PINNACLE FINANCIAL PARTNERS INC PNFP 0001079428 MCCABE ROBERT A JR 150 THIRD AVE SOUTH SUITE 900 NASHVILLE TN 37201 1 1 0 0 CHAIRMAN Salary Stock Unit 2011-12-29 4 A 0 841 0.0 A 16783 D PNFP Common Stock 2011-12-30 4 F 0 3622 16.41 D 347810 D PNFP Common Stock 146511 I IRA PNFP Common Stock 2370 I IRA-Spouse PNFP Common Stock 184 I By Daughter PNFP Common Stock 2652 I By Spouse PNFP Common Stock 19388 I 401K Plan PNFP Common Stock 159 I By Daughter Restricted salary stock units that were awarded, effective 12/29/2011, by the Human Resources and Compensation Committee of the Board of Directors of Pinnacle Financial Partners, Inc. (the "Company") pursuant to a Salary Stock Unit Award Agreement (the "Agreement"), the form of which is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (the "Form 8-K") filed with the Securities and Exchange Commission on March 2, 2011. The restricted salary stock units are immediately vested and are payable solely in a like number of shares of the Company's common stock on, or as soon as administratively practical following, December 30, 2011, or if earlier the reporting person's death (the "Settlement Date"), but in no event later than two and one-half months following the Settlement Date. For additional information regarding the restricted salary stock units please see the Form 8-K and the copy of the Agreement filed therewith. Effective December 30, 2011, the restricted salary stock units issued to the reporting person in 2011 were settled into 16,783 shares of the company's common stock. The transaction represents the payment of the withholding tax liability associated with the issuance of shares of the Company's common stock on December 30, 2011 in settlement of the restricted salary stock units issued to the reporting person in 2011 by the Company's withholding of shares of the Company's common stock having a value equal to the withholding tax liability based on the closing price of the Company's common stock on December 29, 2011. Includes 13,161 shares of the company's common stock (net of the tax withholding reported in footnote 3) issued in settlement of the restricted salary stock units issued to the reporting person throughout 2011. /s/ Robert A. McCabe, Jr. 2012-01-03