M. Terry Turner - 28 Feb 2022 Form 4 Insider Report for PINNACLE FINANCIAL PARTNERS INC (PNFP)

Signature
/s/ M. Terry Turner
Issuer symbol
PNFP
Transactions as of
28 Feb 2022
Net transactions value
-$1,593,615
Form type
4
Filing time
02 Mar 2022, 10:37:58 UTC
Previous filing
21 Jan 2022
Next filing
23 Jan 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PNFP PNFP Common Stock Award $0 +40,882 +26% $0.000000 199,972 28 Feb 2022 Direct F1, F2
transaction PNFP PNFP Common Stock Tax liability $1,593,615 -16,089 -8% $99.05 183,883 28 Feb 2022 Direct F3
holding PNFP PNFP Common Stock 37,153 28 Feb 2022 401K
holding PNFP PNFP Common Stock 22,000 28 Feb 2022 IRA
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On January 25, 2017, the reporting person was granted 40,882 performance units eligible to vest at target levels of performance(with vesting of more or less units possible based on actual performance) based on the extent to which certain ROATA metrics were met for 2017, 2018 and 2019 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, 2021 was not greater than 3.00%.Based upon the performance of Pinnacle Financial Partners, Inc.(the "Company") for 2017, 2018 and 2019 and the NPA ratio at December 31, 2021, as reflected in the Company's Annual Report on Form 10-K for 2021, the reporting person earned 40,882 performance units, which units vested and were settled in 40,882 shares of Company common stock. As described in footnote 3, a portion of those 40,882 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.