0001115055-24-000035.txt : 20240301
0001115055-24-000035.hdr.sgml : 20240301
20240301160555
ACCESSION NUMBER: 0001115055-24-000035
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240228
FILED AS OF DATE: 20240301
DATE AS OF CHANGE: 20240301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MCCABE ROBERT A JR
CENTRAL INDEX KEY: 0001079428
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39309
FILM NUMBER: 24709618
MAIL ADDRESS:
STREET 2: 500 CHURCH ST, STE 200
CITY: NASHVILLE
STATE: TN
ZIP: 37219
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PINNACLE FINANCIAL PARTNERS INC
CENTRAL INDEX KEY: 0001115055
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
ORGANIZATION NAME: 02 Finance
IRS NUMBER: 621812853
STATE OF INCORPORATION: TN
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 150 THIRD AVENUE SOUTH
STREET 2: SUITE 900
CITY: NASHVILLE
STATE: TN
ZIP: 37201
BUSINESS PHONE: 6157443700
MAIL ADDRESS:
STREET 1: 150 THIRD AVENUE SOUTH
STREET 2: SUITE 900
CITY: NASHVILLE
STATE: TN
ZIP: 37201
4
1
wk-form4_1709327126.xml
FORM 4
X0508
4
2024-02-28
0
0001115055
PINNACLE FINANCIAL PARTNERS INC
PNFP
0001079428
MCCABE ROBERT A JR
150 THIRD AVE SOUTH
SUITE 900
NASHVILLE
TN
37201
1
1
0
0
CHAIRMAN
0
PNFP Common Stock
2024-02-28
4
A
0
50098
0
A
252797
D
PNFP Common Stock
2024-02-28
4
F
0
19714
83.28
D
233083
D
PNFP Common Stock
173000
I
McCabe Family 2020 GST Exempt Trust
PNFP Common Stock
32287
I
401K Plan
PNFP Common Stock
2652
I
By Spouse
PNFP Common Stock
2370
I
IRA-Spouse
PNFP Common Stock
184
I
By Daughter
PNFP Common Stock
159
I
By Daughter
Depositary Shares
20000
D
Depositary Shares
10000
I
By Spouse
On January 17, 2019, the reporting person was granted 75,780 performance units eligible to vest at target levels of performance (with vesting of more or less units possible based on the performance) of Pinnacle Financial Partners, Inc. (the "Company") against certain performance metrics on an absolute basis for 2019 and 2022 and compared to peers for 2021 and so long as the ratio of Pinnacle Bank's nonperforming assets to its loans plus other real estate owned ("NPA ratio") at December 31, 2023 was not greater than 3.00%. Based upon the Company's performance for 2019, 2020 and 2021 and the NPA ratio at December 31, 2023, as reflected in the Company's Annual Report on Form 10-K for 2023, the reporting person earned 50,098 performance units, which units vested and were settled in 50,098 shares of Company common stock. As described in footnote 3, a portion of those 50,098 shares of common stock were retained by the Company to cover withholding taxes owed by the reporting person.
Performance units are settled in shares of common stock on a one-for-one basis. Accordingly, no purchase price was paid for the shares by the reporting person.
Represents shares retained by the Company to cover withholding taxes due upon the vesting of the performance units and issuance of the common shares described in footnote 1.
Represents shares transferred to the McCabe Family 2020 GST Exempt Trust over which the reporting person's spouse shares control.
Each depositary share represents a 1/40th interest in a share of the Issuer's 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value per share. Depositary shares purchased in an underwritten public offering.
/s/ Robert A. McCabe, Jr.
2024-03-01