0001193125-17-043815.txt : 20170214 0001193125-17-043815.hdr.sgml : 20170214 20170214172608 ACCESSION NUMBER: 0001193125-17-043815 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89802 FILM NUMBER: 17610589 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ayers James W. CENTRAL INDEX KEY: 0001684400 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O FB FINANCIAL CORPORATION STREET 2: 211 COMMERCE STREET, SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37201 SC 13G 1 d286341dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

FB FINANCIAL CORPORATION

(Name of Issuer)

Common Stock, $1.00 par value per share

(Title of Class of Securities)

30257X 104

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

  1   

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

James W. Ayers

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

Sole Voting Power

 

    17,180,000

   6   

Shared Voting Power

 

    0

   7   

Sole Dispositive Power

 

    17,180,000

   8   

Shared Dispositive Power

 

    0

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    17,180,000

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐

 

11  

Percent of Class Represented by Amount in Row (9)

 

    71.3% (1)

12  

Type of Reporting Person (see instructions)

 

    IN

 

(1) There were 24,107,660 shares of common stock, $1.00 par value per share, of FB Financial Corporation, a Tennessee corporation (the “Issuer”), outstanding as of December 31, 2016, as reported by the Issuer to the Reporting Person.

Item 1.

 

  (a) Name of Issuer:

FB Financial Corporation

 

  (b) Address of Issuer’s Principal Executive Offices:

211 Commerce Street, Suite 300, Nashville, Tennessee 37201

 

Item 2.

 

  (a) Name of Person Filing:

James W. Ayers

 

  (b) Address of Principal Business Office or, if None, Residence:

The address for the principal business office is James W. Ayers is:

c/o FB Financial Corporation

211 Commerce Street, Suite 300, Nashville, Tennessee 37201

 

  (c) Citizenship:

James W. Ayers – United States

 

  (d) Title of Class of Securities:

Common stock, $1.00 par value per share

 

  (e) CUSIP Number:

30257X 104

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

This statement is not filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c).

 

Item 4. Ownership.

 

  (a) Amount beneficially owned: 17,180,000

 

  (b) Percent of class: 71.3% (1)

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote: 17,180,000

 

  (ii) Shared power to vote or to direct the vote: 0

 

  (iii) Sole power to dispose or to direct the disposition of: 17,180,000

 

  (iv) Shared power to dispose or to direct the disposition of: 0

 

(1) There were 24,107,660 shares of common stock, $1.00 par value per share, of FB Financial Corporation, a Tennessee corporation (the “Issuer”), outstanding as of December 31, 2016, as reported by the Issuer to the Reporting Person.

 

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Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

Not applicable.

 

Item 9. Notice of Dissolution of Group.

Not applicable.

 

Item 10. Certifications.

Not applicable.

 

4

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2017

 

JAMES W. AYERS

/s/ James W. Ayers

Name:   James W. Ayers

 

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