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)
06/29/2018

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⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	06/29/2018		A		2,865	A	$40.72	6,647	I	Held by Ayers Asset Management, Inc.
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	06/29/2018		F		797	D	$40.72	6,647	I	Held by Ayers Asset Management, Inc.
Common Stock	06/29/2018		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		399	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	6,647	I	Held by Ayers Asset Management, Inc.
Common Stock	06/29/2018		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		399	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	13,500,399⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D

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⁾⁽⁶⁾⁽⁷⁾	⁽⁵⁾⁽⁶⁾⁽⁷⁾							⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽⁵⁾⁽⁶⁾⁽⁷⁾	Common Stock	4,765		4,765	I	Held by employees of Ayers Asset Management, Inc.
Restricted Stock Units (obligation to sell)⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	⁽⁸⁾⁽⁹⁾⁽¹⁰⁾							⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	Common Stock	1,882		1,882	I	Held by employees of Ayers Asset Management, Inc.

Explanation of Responses:

1. As previously reported in Forms 4 filed with the Securities and Exchange Commission on November 30, 2017, January 4, 2018 and April 3, 2018, the reporting person, for no consideration, (i) transferred to Ayers Asset Management, Inc. ("AAM") 2,784 shares of common stock, par value $1.00 per share ("Common Stock"), of FB Financial Corporation (the "Company") that the Company had previously paid him as compensation for services rendered to the Company (the "Transfer") and (ii) assigned to AAM his contractual right to receive an additional 5,385 shares of Common Stock that he would receive from the Company as compensation in lieu of his salary (the "Assignment").

2. (continued from Footnote 1) Prior to the transactions described in this Form 4, (i) in separate vestings, 469 and 1,053 RSUs vested with the underlying shares of Common Stock being issued to the respective AAM employees and being subtracted from the reporting person's indirect beneficial ownership and (ii) of the 8,169 shares of Common Stock that the reporting person initially committed to transfer to AAM pursuant to the Transfer and Assignment, AAM had received 6,500 shares of Common Stock and had a contractual right to receive from the reporting person the remaining 1,669 shares of Common Stock owed pursuant to the Assignment.

3. (continued from Footnote 1) On June 29, 2018, the Company issued 2,865 shares of Common Stock to the reporting person in lieu of his salary, which such shares were fully vested on the date of issuance, and withheld 797 shares of Common Stock to satisfy a tax withholding obligation, resulting in the issuance of 2,068 shares of Common Stock to the reporting person. Immediately thereafter, in satisfaction of the remaining obligations under the Assignment described in Footnotes 1 and 2 of this Form 4, the reporting person transferred to AAM 1,669 shares of Common Stock.

4. (continuing from Footnote 1) Accordingly, following the transactions described in this Form 4, (i) AAM has received from the reporting person 8,169 shares of Common Stock in full satisfaction of the Assignment, (ii) the reporting person directly owns 13,500,399 shares of Common Stock and (iii) indirectly owns 6,647 shares of Common Stock through AAM due to the vestings of 469 and 1,053 RSUs noted above in Footnote 2.

5. As previously reported in a Form 4 filed with the SEC on January 4, 2018 (the "January 2018 Form 4"), AAM issued 5,054 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 number of RSUs that were awarded to a Grantee are convertible on a one-for-one (1:1) basis into a corresponding number of shares of Common Stock. The RSUs that were awarded to a respective Grantee will vest in their entirety and become non-forfeitable on the earliest to occur of the following: (i) January 1, 2022, subject to the Grantee's continued employment with AAM on such date; (ii) the date of termination of the Grantee's employment by AAM as a result of the Grantee's death or disability; or (iii) the date of the reporting person's death.

6. (Continued from Footnote 5) If the Grantee's employment with AAM terminates prior to vesting for any reason (other than as a result of the Grantee's death or disability as described in clause (ii) in the immediately preceding sentence), then the Grantee shall forfeit any unvested RSUs as of the date of such termination (the "Unvested RSUs"). In the event of such a forfeiture, the Unvested RSUs shall thereafter immediately and automatically (i) be transferred to the Middle Tennessee Council, Inc., Boy Scouts of America (the "Boy Scouts"), (ii) vest in their entirety and (iii) be converted on a one-for-one (1:1) basis into a number of shares of Common Stock that corresponds with the number of Unvested RSUs. Since the January 2018 Form 4, AAM identified three Grantees that received the RSUs described in Footnote 5 and this Footnote 6 that should have received the RSUs discussed in Footnotes 8 and 9.

7. (Continued from Footnote 5) Accordingly, 289 RSUs were subtracted from the 5,054 RSUs previously reported in the January 2018 Form 4.

8. As previously reported in the January 2018 Form 4, AAM issued 2,062 RSUs to certain Grantees as additional compensation for services rendered and to be rendered by such Grantees to AAM. These RSUs are convertible on a one-for-one (1:1) basis into a corresponding number of shares of Common Stock. The RSUs that were awarded to these Grantees will vest and become non-forfeitable as follows: (i) the RSUs will vest in five equal annual installments on January 31, 2018, January 31, 2019, January 31, 2020, January 31, 2021 and January 31, 2022, subject to the Grantee's continued employment with AAM on each such date; (ii) any unvested RSUs will vest on the date of termination of the Grantee's employment by AAM as a result of the Grantee's death or disability; or (iii) any unvested RSUs will vest on the date of the reporting person's death.

9. (Continued from Footnote 8) If the Grantee's employment with AAM terminates prior to any of the foregoing vesting dates for any reason (other than as a result of the Grantee's death or disability as described in clause (ii) in the immediately preceding sentence), then the Grantee shall forfeit the Unvested RSUs as of the date of such termination. In the event of such a forfeiture, the Unvested RSUs shall thereafter immediately and automatically (i) be transferred to the Boy Scouts, (ii) vest in their entirety and (iii) be converted on a one-for-one (1:1) basis into a number of shares of Common Stock that corresponds with the number of Unvested RSUs. Since the January 2018 Form 4, AAM identified three Grantees that received the RSUs described in Footnotes 5 and 6 that should have received the RSUs discussed in Footnote 8 and this Footnote 9. Accordingly, 289 RSUs were added to the 2,062 RSUs previously reported in the January 2018 Form 4.

10. (Continued from Footnote 8) In addition, on January 31, 2018, 469 of the RSUs described in Footnote 8, 9 and this Footnote 10 vested with the underlying shares of Common Stock being issued to the Grantees.

Remarks:

	/s/ Will Martin, as Attorney-in-Fact	07/03/2018
	** Signature of Reporting Person	Date
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