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

Role
EVP & CFO
Signature
/s/ Harold R. Carpenter
Issuer symbol
PNFP
Transactions as of
28 Feb 2022
Net transactions value
-$452,857
Form type
4
Filing time
02 Mar 2022, 11:07:27 UTC
Previous filing
21 Jan 2022
Next filing
23 Jan 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PNFP PNFP Common Stock Award $0 +8,191 +21% $0.000000 46,985 28 Feb 2022 Direct F1, F2, F4
transaction PNFP PNFP Common Stock Tax liability $452,857 -4,572 -9.7% $99.05 42,413 28 Feb 2022 Direct F3
holding PNFP PNFP Common Stock 12,449 28 Feb 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.