4//SEC Filing
Howell Terry R. 4
Accession 0000899243-20-022806
CIK 0001407067other
Filed
Aug 17, 8:00 PM ET
Accepted
Aug 18, 7:58 PM ET
Size
16.6 KB
Accession
0000899243-20-022806
Insider Transaction Report
Form 4
Howell Terry R.
Corporate Risk Officer
Transactions
- Disposition to Issuer
Common Stock
2020-08-15−4,543→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2020-08-15−2,500→ 0 totalExercise: $31.36Exp: 2026-06-30→ Common Stock (2,500 underlying) - Disposition to Issuer
Common Stock
2020-08-15−5,772→ 0 total - Disposition to Issuer
Common Stock
2020-08-15−1,068→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-08-15−2,974→ 0 totalExercise: $37.35Exp: 2027-04-14→ Common Stock (2,974 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-08-15−6,592→ 0 totalExercise: $32.95Exp: 2028-04-16→ Common Stock (6,592 underlying)
Footnotes (5)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), among the Issuer, FB Financial Corporation ("FB Financial"), and Paisley Acquisition Corporation, in exchange for the right to receive for each share of common stock, restricted stock, or restricted stock unit (1) 0.9650 shares of common stock, par value $1.00 per share, of FB Financial ("FB Financial Common Stock"), having a market value of $29.52 per share as of the close of trading on August 14, 2020, the last trading day prior to the effective time of the merger (the "Effective Time"), and (2) $2.00 in cash (collectively, the "Merger Consideration").
- [F2]Pursuant to the Merger Agreement, at the Effective Time, the restricted stock units ("RSUs"), which provided for vesting in equal, one-third increments on January 16, 2021, January 16, 2022, and January 16, 2023, were converted into an RSU award in respect of a number of shares of FB Financial Common Stock equal to the product of (a) the total number of shares of Issuer common stock underlying the RSU award multiplied by (ii) 1.0336, all on the same terms and conditions as applied to the corresponding Issuer RSU award.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in five equal annual installments beginning on June 30, 2017, was converted into the right to receive the Merger Consideration in respect of each "Net Share," defined as the number of shares determined by dividing (a) the product of (1) the excess, if any, of $30.13 over the per share exercise price of the option multiplied by (2) the number of shares underlying the option, by (b) $30.13.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in three substantially equal annual installments beginning on April 14, 2018, was converted into the right to receive the Merger Consideration in respect of each Net Share.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in three substantially equal annual installments beginning on April 16, 2019, was converted into the right to receive the Merger Consideration in respect of each Net Share.
Documents
Issuer
Franklin Financial Network Inc.
CIK 0001407067
Entity typeother
Related Parties
1- filerCIK 0001770463
Filing Metadata
- Form type
- 4
- Filed
- Aug 17, 8:00 PM ET
- Accepted
- Aug 18, 7:58 PM ET
- Size
- 16.6 KB