0001649749-21-000015.txt : 20210216
0001649749-21-000015.hdr.sgml : 20210216
20210216114929
ACCESSION NUMBER: 0001649749-21-000015
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200815
FILED AS OF DATE: 20210216
DATE AS OF CHANGE: 20210216
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Allen Jimmy E.
CENTRAL INDEX KEY: 0001637481
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37875
FILM NUMBER: 21634585
MAIL ADDRESS:
STREET 1: 722 COLUMBIA AVENUE
CITY: FRANKLIN
STATE: TN
ZIP: 37064
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: FB Financial Corp
CENTRAL INDEX KEY: 0001649749
STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022]
IRS NUMBER: 621216058
STATE OF INCORPORATION: TN
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 211 COMMERCE STREET
STREET 2: SUITE 300
CITY: NASHVILLE
STATE: TN
ZIP: 37201
BUSINESS PHONE: 615-313-0080
MAIL ADDRESS:
STREET 1: 211 COMMERCE STREET
STREET 2: SUITE 300
CITY: NASHVILLE
STATE: TN
ZIP: 37201
FORMER COMPANY:
FORMER CONFORMED NAME: First South Bancorp, Inc.
DATE OF NAME CHANGE: 20150731
4/A
1
wf-form4a_161349415650823.xml
FORM 4/A
X0306
4/A
2020-08-15
2020-08-18
0
0001649749
FB Financial Corp
FBK
0001637481
Allen Jimmy E.
211 COMMERCE STREET
STE. 300
NASHVILLE
TN
37201
1
0
0
0
Common Stock
2020-08-15
4
A
0
124050
A
124050
D
Common Stock
2020-08-15
4
A
0
904
0
A
124954
D
Due to an administrative error, the reporting person inadvertently over reported the shares beneficially owned by 4,825 shares in his Form 4 filed on August 18, 2020. Accordingly, this amended Form 4 is being filed to correct the number of shares beneficially owned.
Pursuant to the Agreement and Plan of Merger (the "merger agreement") by and between the Issuer and Franklin Financial Network, Inc. ("Franklin"), the holders of Franklin common stock received, without interest, $2.00 in cash (the "cash consideration") and 0.9650 shares of Issuer common stock (the "exchange ratio" and such shares together with the cash consideration, the "merger consideration") for each share of Franklin common stock owned. Pursuant to the merger agreement, each restricted stock award ("RSA") and each restricted stock unit award ("RSU") in respect of Franklin common stock that was outstanding on December 31, 2019 and was outstanding at the effective time, automatically became fully vested and was cancelled and converted into the right to receive the merger consideration in respect of each share of Franklin common stock underlying such award.
Pursuant to the merger agreement, each outstanding option to purchase Franklin common stock, whether vested or unvested, automatically converted into the right to receive the merger consideration in respect of each net share underlying such option. The merger agreement defines "net shares" as the number of shares determined by dividing (1) the excess of the per share cash equivalent consideration, if any, over the per share exercise price of the option multiplied by the number of shares of Franklin common stock subject to the option, by (2) the per share cash equivalent consideration. The merger agreement defines the "per share cash equivalent consideration" as the sum of (1) $2.00 plus (2) 0.9650 multiplied by the average of the closing-sale prices of Issuer common stock on the NYSE as reported by the Wall Street Journal for the five trading days ending on the trading day preceding the closing date.
Reflects an award of RSUs granted pursuant to the FB Financial Corporation Non-Employee Director Compensation Policy. The RSUs vest on April 30, 2021.
/s/ Kevin T. Gavigan as Attorney-In-Fact
2021-02-16