4/A//SEC Filing
Allen Jimmy E. 4/A
Accession 0001649749-21-000015
CIK 0001649749other
Filed
Feb 15, 7:00 PM ET
Accepted
Feb 16, 11:49 AM ET
Size
8.5 KB
Accession
0001649749-21-000015
Insider Transaction Report
Form 4/AAmended
Allen Jimmy E.
Director
Transactions
- Award
Common Stock
2020-08-15+124,050→ 124,050 total - Award
Common Stock
2020-08-15+904→ 124,954 total
Footnotes (4)
- [F1]Due to an administrative error, the reporting person inadvertently over reported the shares beneficially owned by 4,825 shares in his Form 4 filed on August 18, 2020. Accordingly, this amended Form 4 is being filed to correct the number of shares beneficially owned.
- [F2]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.
- [F3]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.
- [F4]Reflects an award of RSUs granted pursuant to the FB Financial Corporation Non-Employee Director Compensation Policy. The RSUs vest on April 30, 2021.
Documents
Issuer
FB Financial Corp
CIK 0001649749
Entity typeother
Related Parties
1- filerCIK 0001637481
Filing Metadata
- Form type
- 4/A
- Filed
- Feb 15, 7:00 PM ET
- Accepted
- Feb 16, 11:49 AM ET
- Size
- 8.5 KB