UNITED ~~STATESSECURITIES AND~~STATES ~~EXCHANGE COMMISSIONWashington, D.C. 20549FORM 8-KCURRENT REPORTPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934~~

~~Date~~SECURITIES ofAND ~~Report~~EXCHANGE ~~(Date~~COMMISSION ~~of earliest event reported) June 21, 2016~~

~~AVENUE FINANCIAL HOLDINGS~~Washington, ~~INC~~D.C. ~~(Exact~~20549 ~~name of registrant as specified in its charter)~~

Tennessee	001-36839	20-5556885
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

FORM 8-K

111 10th Avenue South, Suite 400, Nashville, TN	37203
(Address of Principal Executive Offices)	(Zip Code)

CURRENT REPORT

~~Registrant’s~~Pursuant ~~telephone~~to ~~number,~~Section 13 ~~including~~or ~~area code~~ 15(~~615~~d) ~~736-6940~~of The Securities Exchange Act of 1934

~~N/A~~Date ~~(Former~~of ~~name~~Report or(Date ~~former~~of ~~address,~~earliest ifevent ~~changed~~reported): ~~since~~June 30, ~~last~~2016 ~~report.)~~

~~Check~~AVENUE ~~the appropriate~~FINANCIAL ~~box~~HOLDINGS, ~~below~~INC. ~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

~~⃞ Written communications~~(Exact ~~pursuant~~name toof ~~Rule~~registrant ~~425~~as ~~under~~specified ~~the~~in ~~Securities Act (17 CFR 230.425~~charter)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Tennessee

001-36839

20-5556885

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


111 10th Avenue South, Suite 400, Nashville, Tennessee				37203
(Address of principal executive offices)				(Zip Code)

~~⃞ Pre-commencement communications~~Registrant’s ~~pursuant~~telephone tonumber, ~~Rule~~including ~~13e-4(c)~~area ~~under~~code: ~~the Exchange Act~~ (~~17 CFR 240.13e-4(c~~615)) 736-6940

~~Item~~N/A ~~5.07 Submission of Matters to a Vote of Security Holders.~~

~~A special meeting of the shareholders of Avenue Financial Holdings, Inc.~~ (~~the~~Former ~~“Company”)~~name ~~was~~or ~~held~~former ~~on June 21~~address, ~~2016~~if inchanged ~~Nashville, Tennessee~~since ~~(the~~last ~~“Special Meeting”~~report). At the Special Meeting, the Company’s shareholders approved the proposal to approve the Agreement and Plan of Merger (the “Merger Agreement”) dated as January 28, 2016, as it may be amended by its terms, by and between the Company and Pinnacle Financial Partners, Inc. The adoption of the Merger Agreement required the affirmative vote of a majority of the outstanding shares of the Company’s common stock entitled to vote thereon.

AsCheck ~~of April 22, 2016,~~ the ~~date~~appropriate ofbox ~~record~~below ~~for~~if ~~determining~~ the ~~Company’s~~ ~~shareholders~~Form ~~entitled~~8-K tofiling ~~vote~~is onintended ~~the~~to ~~proposals~~simultaneously ~~presented~~satisfy at the ~~Special~~filing ~~Meeting,~~obligation ~~there were 10,366,000 shares~~ of the ~~Company’s common~~registrant ~~stock~~under ~~outstanding and entitled to vote at the Special~~any ~~Meeting. At the Special Meeting, the holders~~ of ~~8,295,107 shares of~~ the ~~Company’s~~ ~~outstanding~~following ~~common~~provisions ~~stock~~(see ~~were~~General ~~represented~~Instruction ~~in person or by proxy, constituting a quorum~~A. ~~The~~2. ~~final voting results for the proposal to approve the Merger Agreement were as follows~~below):

~~FOR:~~¨ ~~8,263,081~~Written ~~Against:~~communications ~~26,712~~pursuant ~~Abstain:~~to ~~5,314~~Rule 425 under the Securities Act (17 CFR 230.425)

~~Item~~¨ ~~8.01~~Soliciting ~~Other~~material ~~Events~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~(a) On~~¨ ~~June~~Pre-commencement ~~21,~~communications ~~2016, the~~pursuant ~~Company~~to ~~issued~~Rule a14d-2(b) ~~press~~under ~~release regarding~~ the ~~vote~~Exchange atAct ~~the~~(17 ~~Special Meeting~~CFR ~~and the anticipated closing date of the Merger~~240. ~~A copy of the press release is filed herewith as Exhibit 99.1.~~ 14d-2(b))

~~(b) On~~¨ ~~June~~Pre-commencement ~~21,~~communications ~~2016,~~pursuant ~~after conclusion of the transaction of business, including the vote~~ to ~~approve~~Rule ~~the~~13e-4(c) ~~Merger~~under ~~Agreement,~~ the ~~Company~~ ~~presented~~Exchange ~~certain~~Act ~~information~~(17 toCFR ~~persons in attendance at the Company’s Special Meeting~~240. ~~A copy of that presentation is filed herewith as Exhibit 99.2.~~ 13e-4(c))

~~Item~~Introductory 9Note.01 ~~Financial Statements and Exhibits.~~

~~(d) Exhibits. Exhibit Number Description~~ This Current Report on Form 8-K is being filed in connection with the closing of ~~Exhibit 99.1 Press~~the transactions contemplated by that certain Agreement and ~~Release~~Plan of ~~Avenue~~Merger, dated as of January 28, 2016 (the “Merger Agreement”), by and between Pinnacle Financial ~~Holdings~~Partners, Inc., ~~dated~~a ~~June~~Tennessee 21corporation (“Pinnacle”), ~~2016 99~~and Avenue Financial Holdings, Inc.~~2 Slide~~, a Tennessee corporation ~~presentation~~(“Avenue”). ~~delivered~~Pursuant atto the ~~Company’s~~Merger ~~Special~~Agreement, ~~Meeting~~the merger of ~~Stockholders held~~Avenue onwith ~~June~~and 21into Pinnacle, with Pinnacle continuing as the surviving corporation (the “Merger”), became effective on July 1, 2016 .

~~SIGNATURES~~ Item 1.02. Termination of a Material Definitive Agreement.

~~Pursuant~~Upon to consummation of the ~~requirements~~Merger ofand in connection with the ~~Securities~~effectiveness ~~Exchange~~of ~~Act~~each of ~~1934~~their employment agreements with Pinnacle and Pinnacle Bank, Pinnacle’s wholly owned bank subsidiary, the ~~registrant~~employment agreements by and among Avenue, Avenue Bank, Avenue’s wholly owned bank ~~has~~subsidiary, ~~duly~~and ~~caused~~each ~~this~~of ~~report~~Ronald L. Samuels, G. Kent Cleaver and E. Andrew Moats, filed as Exhibits 10.4, 10.5 and 10.6, respectively, to beAvenue’s ~~signed~~Form onS-1 ~~its~~Registration ~~behalf~~Statement byfiled with the Securities and Exchange Commission (the ~~undersigned~~“SEC”) ~~hereunto~~on ~~duly~~January 9, ~~authorized~~2015, were terminated.

		AVENUE FINANCIAL HOLDINGS, INC.
		(Registrant)
Date:	June 21, 2016	By:	/s/ Barbara J. Zipperian
			Barbara J. Zipperian
			Executive Vice President and Chief Financial Officer

Item 2.01.

Completion of Acquisition or Disposition of Assets.

On July 1, 2016, the Merger ~~EXHIBIT~~was ~~INDEX~~consummated pursuant to the Merger Agreement. In connection with the consummation of the Merger and pursuant to the Agreement and Plan of Merger, dated as of January 28, 2016, between Pinnacle Bank and Avenue Bank, Avenue Bank merged with and into Pinnacle Bank, with Pinnacle Bank continuing as the surviving corporation, simultaneously with the consummation of the Merger.

By virtue of the consummation of the Merger, each holder of Avenue common stock issued and outstanding (including shares of restricted stock), ~~Exhibit Description~~subject to certain exceptions, will receive 0.36 shares of Pinnacle’s common stock and an amount in cash equal to $2.00 for each share of Avenue common stock owned by them at the effective time of the Merger. Cash will be paid in lieu of any fractional shares based on the average closing price of Pinnacle’s common stock for the ten (10) trading days ending on June 30, 2016, the business day immediately preceding the closing date of the Merger. Additionally, any outstanding options to purchase shares of common stock of Avenue that were not vested were accelerated prior to, but conditioned on the occurrence of, the closing of the Merger and all options that were not exercised prior to the closing of the Merger were cancelled and the holders of any such options will receive an amount in cash equal to the product of (x) the excess, if any, of $20.00 over the exercise price of each such option and (y) the number of shares of Avenue common stock subject to each such option.

99Item 3.~~1 Press~~01. ~~Release~~Notice of ~~Avenue~~Delisting ~~Financial~~or ~~Holdings, dated~~Failure ~~June~~to ~~21,~~Satisfy ~~2016.99.2 Slide presentation~~a ~~delivered~~Continued atListing ~~the~~Rule ~~Company’s~~or ~~Special~~Standard; ~~Meeting~~Transfer of ~~Stockholders held on June 21, 2016~~ Listing.

As a result of the Merger, Avenue no longer fulfills the listing requirements of the NASDAQ Stock Market (“Nasdaq”). On June 30, 2016, Avenue notified Nasdaq that the consummation of the Merger would be effective at 12:01 A.M. Central Daylight Time on July 1, 2016 and requested that Nasdaq (i) suspend trading of Avenue common stock on Nasdaq, (ii) withdraw Avenue common stock from listing on Nasdaq prior to the opening of trading on July 1, 2016, and (iii) file with the SEC a notification of delisting of Avenue common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Nasdaq filed a Form 25 with the SEC on June 30, 2016. As a result, Avenue common stock will be delisted from Nasdaq effective on the tenth day following the filing of the Form 25.

Additionally, Avenue intends to file with the SEC certifications on Form 15 under the Exchange Act requesting the suspension of Avenue’s reporting obligations under Section 15(d) of the Exchange Act as promptly as practicable. The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03.

Material Modification to the Rights of Security Holders.

The information set forth under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01.

Changes in Control of Registrant.

On July 1, 2016, Avenue was merged with and into Pinnacle pursuant to the Merger Agreement, with Pinnacle continuing as the surviving corporation.

The information set forth under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

(b)

At the effective time of the Merger, all of Avenue’s directors and executive officers ceased serving as directors and executive officers of Avenue, as Avenue ceased to exist as a separate legal entity. On July 1, 2016, in connection with the consummation of the Merger, Ronald L. Samuels, Avenue’s former Chairman and Chief Executive Officer, became employed as Vice Chairman of each of Pinnacle and Pinnacle Bank. In addition, following consummation of the Merger, in addition to Mr. Samuels, Marty Dickens, Joseph Galante and David Ingram, former members of Avenue’s board of directors, were appointed to the board of directors of Pinnacle effective as of July 5, 2016.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As of the effective time of the Merger, the Restated Charter and the Amended and Restated Bylaws of Avenue ceased to be in effect by operation of law and the organizational documents of Pinnacle (as successor to Avenue by operation of law) remained the Charter and Bylaws of Pinnacle, consistent with the terms of the Merger Agreement.

The information regarding the Merger and the Merger Agreement set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


PINNACLE FINANCIAL PARTNERS, INC., as successor by merger to Avenue Financial Holdings, Inc.

By:		/s/ Harold R. Carpenter
Name:		Harold R. Carpenter
Title:		Executive Vice President and
		Chief Financial Officer

Date: July 7, 2016

Filing Compare · Avenue Financial Holdings, Inc.