0000899243-20-022857.txt : 20200818
0000899243-20-022857.hdr.sgml : 20200818
20200818214147
ACCESSION NUMBER: 0000899243-20-022857
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200815
FILED AS OF DATE: 20200818
DATE AS OF CHANGE: 20200818
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CROSS JAMES W IV
CENTRAL INDEX KEY: 0001239015
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36895
FILM NUMBER: 201115212
MAIL ADDRESS:
STREET 1: FRANKLIN FINANCIAL CORP
STREET 2: 230 PUBLIC SQUARE
CITY: FRANKLIN
STATE: TN
ZIP: 37064
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Franklin Financial Network Inc.
CENTRAL INDEX KEY: 0001407067
STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022]
IRS NUMBER: 208839445
STATE OF INCORPORATION: TN
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 722 COLUMBIA AVENUE
CITY: Franklin
STATE: TN
ZIP: 37064
BUSINESS PHONE: 615-236-2265
MAIL ADDRESS:
STREET 1: 722 COLUMBIA AVENUE
CITY: Franklin
STATE: TN
ZIP: 37064
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-08-15
1
0001407067
Franklin Financial Network Inc.
FSB
0001239015
CROSS JAMES W IV
722 COLUMBIA AVENUE
FRANKLIN
TN
37064
1
0
0
0
Common Stock
2020-08-15
4
D
0
50478
D
0
D
Stock Options (right to buy)
22.35
2020-08-15
4
D
0
400
D
2025-10-01
Common Stock
400
0
D
Stock Options (right to buy)
31.38
2020-08-15
4
D
0
400
D
2026-01-01
Common Stock
400
0
D
Stock Options (right to buy)
27.00
2020-08-15
4
D
0
500
D
2026-04-01
Common Stock
500
0
D
Stock Options (right to buy)
31.36
2020-08-15
4
D
0
500
D
2026-07-01
Common Stock
500
0
D
Stock Options (right to buy)
37.40
2020-08-15
4
D
0
2500
D
2026-10-01
Common Stock
2500
0
D
Stock Options (right to buy)
41.85
2020-08-15
4
D
0
2500
D
2027-01-01
Common Stock
2500
0
D
Stock Options (right to buy)
37.35
2020-08-15
4
D
0
3125
D
2027-04-15
Common Stock
3125
0
D
Stock Options (right to buy)
39.60
2020-08-15
4
D
0
3125
D
2027-07-15
Common Stock
3125
0
D
Stock Options (right to buy)
34.30
2020-08-15
4
D
0
3125
D
2027-10-15
Common Stock
3125
0
D
Stock Options (right to buy)
36.40
2020-08-15
4
D
0
3125
D
2028-01-15
Common Stock
3125
0
D
Stock Options (right to buy)
32.95
2020-08-15
4
D
0
3000
D
2028-04-16
Common Stock
3000
0
D
Stock Options (right to buy)
36.25
2020-08-15
4
D
0
3000
D
2028-07-16
Common Stock
3000
0
D
Stock Options (right to buy)
36.78
2020-08-15
4
D
0
3000
D
2028-10-15
Common Stock
3000
0
D
Stock Options (right to buy)
27.72
2020-08-15
4
D
0
2000
D
2029-01-15
Common Stock
2000
0
D
Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), among the Issuer, FB Financial Corporation ("FB Financial"), and Paisley Acquisition Corporation, in exchange for the right to receive for each share of common stock, restricted stock, or restricted stock unit (1) 0.9650 shares of common stock, par value $1.00 per share, of FB Financial, having a market value of $29.52 per share as of the close of trading on August 14, 2020, the last trading day prior to the effective time of the merger (the "Effective Time"), and (2) $2.00 in cash (collectively, the "Merger Consideration").
Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on October 1, 2016, was converted into the right to receive the Merger Consideration in respect of each "Net Share," defined as the number of shares determined by dividing (a) the product of (1) the excess, if any, of $30.13 over the per share exercise price of the option multiplied by (2) the number of shares underlying the option, by (b) $30.13.
Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on January 1, 2017, was converted into the right to receive the Merger Consideration in respect of each Net Share.
Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on April 1, 2017, was converted into the right to receive the Merger Consideration in respect of each Net Share.
Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on July 1, 2017, was converted into the right to receive the Merger Consideration in respect of each Net Share.
Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on October 1, 2017, was converted into the right to receive the Merger Consideration in respect of each Net Share.
Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on January 1, 2018, was converted into the right to receive the Merger Consideration in respect of each Net Share.
Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on April 15, 2018, was converted into the right to receive the Merger Consideration in respect of each Net Share.
Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on July 15, 2018, was converted into the right to receive the Merger Consideration in respect of each Net Share.
Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on October 15, 2018, was converted into the right to receive the Merger Consideration in respect of each Net Share.
Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on January 15, 2019, was converted into the right to receive the Merger Consideration in respect of each Net Share.
Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in three equal annual installments beginning on April 16, 2019, was converted into the right to receive the Merger Consideration in respect of each Net Share.
Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in three equal annual installments beginning on July 16, 2019, was converted into the right to receive the Merger Consideration in respect of each Net Share.
Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in three equal annual installments beginning on October 15, 2019, was converted into the right to receive the Merger Consideration in respect of each Net Share.
Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in three equal annual installments beginning on January 15, 2020, was converted into the right to receive the Merger Consideration in respect of each Net Share.
/s/ Mandy Garland, Attorney-in-Fact
2020-08-18