4//SEC Filing
CROSS JAMES W IV 4
Accession 0001649749-20-000156
CIK 0001649749other
Filed
Aug 17, 8:00 PM ET
Accepted
Aug 18, 8:36 PM ET
Size
11.7 KB
Accession
0001649749-20-000156
Insider Transaction Report
Form 4
CROSS JAMES W IV
Director
Transactions
- Award
Common Stock
2020-08-15+904→ 49,917 total - Award
Common Stock
2020-08-15+49,013→ 49,013 total
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]Reflects an award of RSUs granted pursuant to the FB Financial Corporation Non-Employee Director Compensation Policy. The RSUs vest on April 30, 2021.
Issuer
FB Financial Corp
CIK 0001649749
Entity typeother
Related Parties
1- filerCIK 0001239015
Filing Metadata
- Form type
- 4
- Filed
- Aug 17, 8:00 PM ET
- Accepted
- Aug 18, 8:36 PM ET
- Size
- 11.7 KB