0001567619-21-005407.txt : 20210302 0001567619-21-005407.hdr.sgml : 20210302 20210302171848 ACCESSION NUMBER: 0001567619-21-005407 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210228 FILED AS OF DATE: 20210302 DATE AS OF CHANGE: 20210302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCCABE ROBERT A JR CENTRAL INDEX KEY: 0001079428 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39309 FILM NUMBER: 21705182 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] 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 doc1.xml FORM 4 X0306 4 2021-02-28 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 PNFP Common Stock 2021-02-28 4 A 0 39068 0 A 384854 D PNFP Common Stock 2021-02-28 4 F 0 15375 81.17 D 369479 D PNFP Common Stock 173000 I McCabe Family 2020 GST Exempt Trust PNFP Common Stock 2370 I IRA-Spouse PNFP Common Stock 184 I By Daughter PNFP Common Stock 2652 I By Spouse PNFP Common Stock 159 I By Daughter PNFP Common Stock 29672 I 401K Plan Depositary Shares 20000 D Depositary Shares 10000 I By Spouse On January 21, 2016, the reporting person was granted 39,068 performance units eligible to vest at target levels of performance(with vesting of more or less units possible based on actual performance) based on the extent to which certain ROATA metrics were met for 2016, 2017 and 2018 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, 2020 was not greater than 3.00%.Based upon the performance of Pinnacle Financial Partners, Inc.(the "Company") for 2016, 2017 and 2018 and the NPA ratio at December 31, 2020, as reflected in the Company's Annual Report on Form 10-K for 2020, the reporting person earned 39,068 performance units, which units vested and were settled in 39,068 shares of Company common stock. As described in footnote 3, a portion of those 39,068 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. 2021-03-02