4//SEC Filing
CALLICUTT RICHARD D II 4
Accession 0001115055-24-000037
CIK 0001115055other
Filed
Feb 29, 7:00 PM ET
Accepted
Mar 1, 4:08 PM ET
Size
12.9 KB
Accession
0001115055-24-000037
Insider Transaction Report
Form 4
CALLICUTT RICHARD D II
DirectorChairman-Carolinas & Virginia
Transactions
- Sale
PNFP Common Stock
2024-03-01$79.98/sh−10,555$844,209→ 91,724 total - Sale
PNFP Common Stock
2024-03-01$80.85/sh−8,421$680,854→ 83,303 total - Tax Payment
PNFP Common Stock
2024-02-28$83.28/sh−10,238$852,621→ 102,279 total - Award
PNFP Common Stock
2024-02-28+24,098→ 112,517 total
Holdings
- 12,000
Depositary Shares
- 4,415(indirect: By 401(k))
PNFP Common Stock
Footnotes (6)
- [F1]On January 17, 2019, the reporting person was granted 36,451 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 24,098 performance units, which units vested and were settled in 24,098 shares of Company common stock. As described in footnote 3, a portion of those 24,098 shares of common stock were retained by the Company to cover withholding taxes owed by the reporting person.
- [F2]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.
- [F3]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.
- [F4]The price reported is a weighted average price. These shares were sold in multiple transactions at prices from $79.57 to $80.56. The reporting person undertakes to provide Pinnacle Financial Partners, Inc., any security holder of Pinnacle Financial Partners, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- [F5]The price reported is a weighted average price. These shares were sold in multiple transactions at prices from $81.38 to $80.58. The reporting person undertakes to provide Pinnacle Financial Partners, Inc., any security holder of Pinnacle Financial Partners, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- [F6]Each depositary share represents 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.
Documents
Issuer
PINNACLE FINANCIAL PARTNERS INC
CIK 0001115055
Entity typeother
Related Parties
1- filerCIK 0001231143
Filing Metadata
- Form type
- 4
- Filed
- Feb 29, 7:00 PM ET
- Accepted
- Mar 1, 4:08 PM ET
- Size
- 12.9 KB