SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Peery Robert Wade

(Last)

(First)

(Middle)

211 COMMERCE STREET

SUITE 300

(Street)

NASHVILLE

37201

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/17/2019

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Administrative Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	17,720	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
EBI Units⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	2,700	⁽²⁾	D

Explanation of Responses:

1. Includes 9,106 restricted stock units ("RSUs") granted pursuant to the issuer's 2016 Incentive Plan. These RSUs convert on a 1:1 basis into shares of the issuer's Common Stock. These 9,106 RSUs have vested or will vest as follows: (i) 5,263 vest in full on September 21, 2021; (ii) 1,334 will vest in approximately two equal installments on March 16, 2019 and March 16, 2020, with a prior vesting installment of 667 RSUs occurring on March 16, 2018 and (iii) 2,509 vest in approximately three equal installments on March 1, 2019, March 1, 2020, and March 1, 2021.

2. The issuer has granted EBI Units to the reporting person pursuant to the FirstBank 2012 Equity Based Incentive Plan (the "2012 EBI Plan"), and the EBI Units vest in full on January 31, 2019. For each EBI Unit vested to such reporting person, the reporting person has elected to receive either (i) 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 or (ii) a number of shares of issuer common stock determined pursuant to the following conversion formula: (a) the number of EBI Units outstanding under the 2012 EBI Plan, multiplied by: (b) 1.13 (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). Prior to the filing of this Form 3, the reporting person elected to receive a number of shares of issuer common stock. Accordingly, upon the vesting of the reporting person's EBI Units, he will receive 3,042 shares of issuer common stock.

Remarks:

See Exhibit 24 - Power of Attorney

	/s/ Beth W. Sims, as Attorney-in-Fact	01/28/2019
	** 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 5 (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.