0001649749-20-000153.txt : 20200818 0001649749-20-000153.hdr.sgml : 20200818 20200818202745 ACCESSION NUMBER: 0001649749-20-000153 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200815 FILED AS OF DATE: 20200818 DATE AS OF CHANGE: 20200818 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sullivan Melody J. CENTRAL INDEX KEY: 0001637768 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37875 FILM NUMBER: 201115079 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 1 wf-form4_159779685139554.xml FORM 4 X0306 4 2020-08-15 0 0001649749 FB Financial Corp FBK 0001637768 Sullivan Melody J. 211 COMMERCE STREET STE. 300 NASHVILLE TN 37201 1 0 0 0 Common Stock 2020-08-15 4 A 0 39226 A 39226 D Common Stock 2020-08-15 4 A 0 904 0 A 40130 D 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 2020-08-18 EX-24 2 ex-24.htm MELODY J. SULLIVAN POA TO GAVIGAN AND SIMS 8/15/2020

SECTION 16
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Beth W. Sims and Kevin T. Gavigan, or either of them, the undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of FB Financial Corporation (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the Securities and Exchange Commission and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. In affixing his or her signature to this Power of Attorney, the undersigned hereby revokes any and all previously executed Powers of Attorney for the same or similar purposes.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of August, 2020.
/s/ Melody J. Sullivan