0000899243-16-029045.txt : 20160915 0000899243-16-029045.hdr.sgml : 20160915 20160915171530 ACCESSION NUMBER: 0000899243-16-029045 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160915 FILED AS OF DATE: 20160915 DATE AS OF CHANGE: 20160915 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FB Financial Corp CENTRAL INDEX KEY: 0001649749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 621216058 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 211 COMMERCE STREET STREET 2: SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37201 BUSINESS PHONE: 615-313-0080 MAIL ADDRESS: STREET 1: 211 COMMERCE STREET STREET 2: SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37201 FORMER COMPANY: FORMER CONFORMED NAME: First South Bancorp, Inc. DATE OF NAME CHANGE: 20150731 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Evans Wilburn J. CENTRAL INDEX KEY: 0001684409 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37875 FILM NUMBER: 161887773 MAIL ADDRESS: STREET 1: C/O FB FINANCIAL CORPORATION STREET 2: 211 COMMERCE STREET, SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37201 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-09-15 0 0001649749 FB Financial Corp FBK 0001684409 Evans Wilburn J. C/O FB FINANCIAL CORPORATION 211 COMMERCE STREET, SUITE 300 NASHVILLE TN 37201 0 1 0 0 President FirstBank Ventures EBI Units Common Stock 17500 D EBI Units Common Stock 7000 D The issuer has granted EBI Units to the reporting person pursuant to the FirstBank 2012 Equity Based Incentive Plan (the "2012 EBI Plan") and the FirstBank Preferred Equity Based Incentive Plan (the "Preferred EBI Plan"). On or shortly following the vesting date, the reporting person will receive an amount in cash equal to the fair market value of a share of common stock on the December 31 immediately preceding the payment date. (Continued from Footnote 1) Following the consummation of the issuer's initial public offering (the "IPO"), the issuer may permit participants to elect to receive, for each EBI Unit vested to such participant, either (i) an amount in cash or (ii) a number of shares of issuer common stock determined pursuant to the following conversion formula: (i) EBI Units outstanding under the Preferred EBI Plan shall convert into shares of issuer common stock on a 1 for 1 basis, and (ii) EBI Units outstanding under the 2012 EBI Plan shall convert into a number of shares of issuer common stock equal to $21.4085, the fair market value per EBI Unit as determined under the 2012 EBI Plan, divided by the IPO price. The EBI Units were granted pursuant to the 2012 EBI Plan and vest as follows: 7,000 on January 31, 2017, 5,800 on January 31, 2018 and 4,700 on January 31, 2019. The EBI Units were granted pursuant to the Preferred EBI Plan and vest on December 31, 2017. See Exhibit 24 - Power of Attorney /s/ Will Martin, as Attorney-in-Fact 2016-09-15 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                   SECTION 16
                                POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints James Gordon and Will Martin, or any of them, the undersigned's true
and lawful attorney-in-fact to:

        (1)     prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and Exchange Commission
(the "SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the undersigned
to make electronic filings with the SEC of reports required by Section 16(a) of
the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

        (2)     execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of FB Financial Corporation
(the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;

        (3)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5 and timely file such form with the Securities and Exchange
Commission and any stock exchange or similar authority; and

        (4)     take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. In affixing his or her signature to this Power of
Attorney, the undersigned hereby revokes any and all previously executed Powers
of Attorney for the same or similar purposes.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 1st day of September, 2016.


                                        /s/ Wilburn J. Evans
                                        ----------------------------------------
                                        Wilburn J. Evans