0000899243-19-002565.txt : 20190204 0000899243-19-002565.hdr.sgml : 20190204 20190204214902 ACCESSION NUMBER: 0000899243-19-002565 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190131 FILED AS OF DATE: 20190204 DATE AS OF CHANGE: 20190204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Evans Wilburn J. CENTRAL INDEX KEY: 0001684409 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37875 FILM NUMBER: 19566072 MAIL ADDRESS: STREET 1: C/O FB FINANCIAL CORPORATION STREET 2: 211 COMMERCE STREET, SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37201 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-01-31 0 0001649749 FB Financial Corp FBK 0001684409 Evans Wilburn J. 211 COMMERCE STREET, SUITE 300 NASHVILLE TN 37201 0 1 0 0 President FirstBank Ventures Common Stock 2019-01-31 4 M 0 5296 0.00 A 156270 D Common Stock 2019-01-31 4 F 0 2461 0.00 D 153809 D EBI Units 2019-01-31 4 M 0 5296 0.00 D Common Stock 5296 0 D The issuer granted these EBI Units to the reporting person pursuant to the FirstBank 2012 Equity Based Incentive Plan (the "2012 EBI Plan"). Prior to the consummation of the issuer's initial public offering (the "IPO"), on or shortly following the vesting date, the reporting person was to 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. Following the consummation of the IPO, however, the issuer permitted participants in the 2012 EBI Plan to elect to receive, for each vested EBI Unit, either (i) an amount of cash equal to the fair market value of a share of issuer common stock on the December 31 immediately preceding the payment date or (ii) a number of shares of issuer common stock equal to the product obtained from multiplying the number of vested EBI Units by 1.1268 (Continued from Footnote 1) (determined by dividing $21.4085, the fair market value per EBI Unit as determined under the 2012 EBI Plan, by $19.00, the IPO price). The reporting person elected to settle all of these EBI Units for shares of issuer common stock. 5,296 EBI Units vested on January 31, 2019. Of the 5,296 shares that vested, the issuer withheld 2,461 shares for tax purposes. As of January 31, 2019, all EBI Units held by the reporting person pursuant to the 2012 EBI Plan have fully vested. See Exhibit 24 - Power of Attorney /s/ Beth W. Sims, as Attorney-in-Fact 2019-02-04 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of James R. Gordon and Beth W. Sims, or either of them signing singly, and
with full power of substitution, the undersigned's true and lawful attorney-in-
fact to:

(1)   to the extent necessary, 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 beneficial owner of securities of FB Financial Corporation (the
"Company"), Form 144, 3, 4, 5 and any Schedules 13D or 13G in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended, 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 144,
3, 4, 5 and any Schedules 13D or 13G, complete and execute any amendment or
amendments thereto, and timely file any such form with the SEC and any stock
exchange or similar authority, including completing and executing a Uniform
Application for Access Codes to File on Edgar on Form ID; 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 supersedes any power of attorney previously executed by
the undersigned regarding the purposes outlined in this Power of Attorney
("Prior Powers of Attorney"), and the authority of the attorneys-in-fact named
in any Prior Powers of Attorney is hereby revoked.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form 144, 3, 4, 5 and any Schedules
13D or 13G 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 WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 17th day of January, 2019.

                                        By: /s/ Wilburn J. Evans
                                            --------------------------------
                                        Name: Wilburn J. Evans
                                        Title: President, FirstBank Ventures