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 TN 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)
09/30/2020
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)
Code V Amount (A) or (D) Price
Common Stock 09/30/2020 A(1) 5,640 A $25.12 13,615,550 D
Common Stock 09/30/2020 F(1) 1,671 D $25.12 13,613,879 D
Common Stock(2) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (obligation to sell)(3) (3) (3) (3) Common Stock 906 906 I Held by employees of Ayers Asset Management, Inc.
Restricted Stock Units (obligation to sell)(3) (3) (3) (3) Common Stock 4,475 4,475 I Held by employees of Ayers Asset Management, Inc.
Explanation of Responses:
1. On September 30, 2020, FB Financial Corporation (the "Company") issued 5,640 shares of its common stock, par value $1.00 per share ("Common Stock") to the reporting person in lieu of his salary, which shares were fully vested on the date of issuance. In connection with the issuance, the Company withheld 1,671 shares of Common Stock to satisfy a tax withholding obligation, resulting in the issuance of 3,969 net shares of Common Stock to the reporting person.
2. 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.
3. 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 10/02/2020
** 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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