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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Franklin Financial Network Inc. [ FSB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/23/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 05/23/2018 | M | 2,500 | A | $12 | 16,995 | D | |||
Common Stock | 05/23/2018 | M | 3,019 | A | $13 | 20,014 | D | |||
Common Stock | 05/23/2018 | M | 4,547 | A | $13.5 | 24,561 | D | |||
Common Stock | 05/23/2018 | M | 4,000 | A | $13.5 | 28,561 | D | |||
Common Stock | 05/23/2018 | M | 300 | A | $20.69 | 28,861 | D | |||
Common Stock | 05/23/2018 | M | 3,583 | A | $20.69 | 32,444 | D | |||
Common Stock | 05/23/2018 | F | 7,330 | D | $36.15 | 25,114 | D | |||
Common Stock | 239(1) | I | by 401(k) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Employee Stock Option (right to buy) | $12 | 05/23/2018 | M | 2,500 | (2) | 06/01/2022 | Common Stock | 2,500 | $0.00 | 0 | D | ||||
Employee Stock Option (right to buy) | $13 | 05/23/2018 | M | 3,019 | (3) | 05/31/2023 | Common Stock | 3,019 | $0.00 | 755 | D | ||||
Employee Stock Option (right to buy) | $13.5 | 05/23/2018 | M | 4,547 | (4) | 04/15/2024 | Common Stock | 4,547 | $0.00 | 1,137 | D | ||||
Employee Stock Option (right to buy) | $13.5 | 05/23/2018 | M | 4,000 | (5) | 07/31/2024 | Common Stock | 4,000 | $0.00 | 0 | D | ||||
Employee Stock Option (right to buy) | $20.69 | 05/23/2018 | M | 300 | (6) | 04/30/2025 | Common Stock | 300 | $0.00 | 200 | D | ||||
Employee Stock Option (right to buy) | $20.69 | 05/23/2018 | M | 3,583 | (6) | 04/30/2025 | Common Stock | 3,583 | $0.00 | 2,389 | D |
Explanation of Responses: |
1. As of March 31, 2018. |
2. The option became exercisable as to 500 shares on June 1, 2013; 500 shares on June 1, 2014; 500 shares on June 1, 2015; 500 shares on June 1, 2016; and 500 shares on June 1, 2017. |
3. The option became exercisable as to 755 shares on May 31, 2014; 755 shares on May 31, 2015; 755 shares on May 31, 2016; and 755 shares on May 31, 2017; and becomes exercisable as to 754 shares on May 31, 2018. |
4. The option became exercisable as to 1,137 shares on April 15, 2015; 1,137 shares on April 15, 2016; 1,137 shares on April 15, 2017; and 1,137 shares on April 15, 2018; and becomes exercisable as to 1,136 shares on April 15, 2019. |
5. The option became exercisable as to 1,334 shares on July 31, 2015; 1,333 shares on July 31, 2016; and 1,333 shares on July 31, 2017. |
6. The option vests in five equal annual installments beginning on April 30, 2016. Three fifths of the option have vested. |
Remarks: |
Executive Vice President and Chief Administrative Officer |
/s/ Mark L. Miller, Attorney-in-Fact | 05/25/2018 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |