FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FB Financial Corp [ FBK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock(1)(2) | 09/08/2020 | G | 151 | D | $0 | 5,230 | I | Held by Ayers Asset Management, Inc. | |||||||
Common Stock(3) | 01/31/2021 | X4 | 390 | D | (3) | 4,840 | I | Held by Ayers Asset Management, Inc. | |||||||
Common Stock | 13,616,903 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Restricted Stock Units (obligation to sell) | (1)(2) | 09/08/2020 | X | 151 | (1)(2) | (1)(2) | Common Stock | 151 | $0 | 4,324 | I | Held by employees of Ayers Asset Management, Inc. | ||
Restricted Stock Units (obligation to sell) | (1)(3) | 01/31/2021 | 4X | 390 | (1)(3) | (1)(3) | Common Stock | 390 | $0 | 516 | I | Held by employees of Ayers Asset Management, Inc. |
Explanation of Responses: |
1. 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. AAM issued 8,169 Restricted Stock Units ("RSUs") to certain AAM employees (each, a "Grantee" and, collectively, the "Grantees") as additional compensation for services rendered and to be rendered by such Grantees to AAM. The 8,169 RSUs that were awarded to Grantees are convertible on a one-for-one basis into a corresponding number of shares of Common Stock. |
2. On September 8, 2020, as a result of a Grantee's departure from with AAM, the Grantee forfeited 151 unvested RSUs, which were (i) vested in their entirety, (ii) converted on a one-for-one basis into shares of Common Stock, and (iii) immediately and automatically gifted to the Middle Tennessee Council, Inc., Boy Scouts of America. |
3. On February 1, 2021, 390 restricted stock units ("RSUs") vested in certain AAM employees pursuant to the grant of RSUs described in prior Form 4 filings. For more information regarding the issuance and vesting provisions of these RSUs, please see the Form 4 previously filed with the SEC on October 2, 2018 and July 3, 2018. |
Remarks: |
/s/ Beth W. Sims, as Attorney-in-Fact | 02/16/2021 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |