SEC FORM 4

SEC Form 4

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^*

Ayers James W.

(Last)

(First)

(Middle)

211 COMMERCE STREET, SUITE 300

(Street)

NASHVILLE

37201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FB Financial Corp [ FBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/29/2020		P		3,500	A	$24.84⁽¹⁾	13,601,410	D
Common Stock	07/30/2020		P		3,500	A	$24.59⁽²⁾	13,604,910	D
Common Stock	07/31/2020		P		5,000	A	$25.29⁽³⁾	13,609,910	D
Common Stock⁽⁴⁾								5,381	I	Held by Ayers Asset Management, Inc.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (obligation to sell)⁽⁵⁾	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	906		906	I	Held by employees of Ayers Asset Management, Inc.
Restricted Stock Units (obligation to sell)⁽⁵⁾	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	4,475		4,475	I	Held by employees of Ayers Asset Management, Inc.

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $24.50 to $25.48, inclusive. The reporting person undertakes to provide to FB Financial Corporation (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1), (2), and (3) to this Form 4.

2. Represents the weighted average price of multiple purchases that ranged from $24.40 per share to $24.75 per share.

3. Represents the weighted average price of multiple purchases that ranged from $24.95 per share to $25.56 per share.

4. As reported in Forms 4 filed with the Securities and Exchange Commission (the "SEC") on November 30, 2017, January 4, 2018, April 3, 2018, and July 3, 2018, the reporting person, for no consideration, previously transferred to Ayers Asset Management, Inc. ("AAM") 8,169 shares of Common Stock that the Company paid him as compensation for services rendered to the Company.

5. For more information regarding the issuance and vesting provisions of these RSUs, please see the Forms 4 previously filed with the SEC on October 2, 2018 and July 3, 2018.

Remarks:

	/s/ Beth Sims, as Attorney-in-Fact	07/31/2020
	** 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).
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