Harold R. Carpenter - Feb 28, 2022 Form 4 Insider Report for PINNACLE FINANCIAL PARTNERS INC (PNFP)

Role
EVP & CFO
Signature
/s/ Harold R. Carpenter
Stock symbol
PNFP
Transactions as of
Feb 28, 2022
Transactions value $
-$452,857
Form type
4
Date filed
3/2/2022, 11:07 AM
Previous filing
Jan 21, 2022
Next filing
Jan 23, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PNFP PNFP Common Stock Award $0 +8.19K +21.11% $0.00 47K Feb 28, 2022 Direct F1, F2, F4
transaction PNFP PNFP Common Stock Tax liability -$453K -4.57K -9.73% $99.05 42.4K Feb 28, 2022 Direct F3
holding PNFP PNFP Common Stock 12.4K Feb 28, 2022 401(k)
* 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 11,613 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 11,613 performance units, which units vested and were settled in 11,613 shares of Company common stock. As described in footnote 3, a portion of those 11,613 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 Following the share withholding noted in footnote 3 above, 3,422 shares of Pinnacle Financial Partners, Inc. common stock was transferred to the reporting person's former spouse pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his former spouse.