James W. Ayers - Jan 31, 2022 Form 4 Insider Report for FB Financial Corp (FBK)

Role: Former Director, 10%+ Owner
Signature: /s/ Beth W. Sims, as Attorney-in-Fact
Stock symbol: FBK
Transactions as of: Jan 31, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/2/2022, 08:13 PM
Previous filing: Feb 2, 2022
Next filing: Oct 25, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FBK	Common Stock	Gift	$0	-132	-2.73%	$0.00	4.71K	Jan 21, 2022	Held by Ayers Asset Management, Inc.	F1, F2
transaction	FBK	Common Stock	Exercise of in-the-money or at-the-money derivative security	$0	-4.19K	-89.04%	$0.00	516	Jan 31, 2022	Held by Ayers Asset Management, Inc.	F1, F3
transaction	FBK	Common Stock	Exercise of in-the-money or at-the-money derivative security	$0	-516	-100%	$0.00^*	0	Jan 31, 2022	Held by Ayers Asset Management, Inc.	F1, F3
holding	FBK	Common Stock						10.7M	Jan 31, 2022	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FBK	Restricted Stock Units (obligation to sell)	Exercise of in-the-money or at-the-money derivative security	$0	-132	-3.05%	$0.00	4.19K	Jan 21, 2022	Common Stock	4.32K		Held by employees of Ayers Asset Management, Inc.	F1, F2
transaction	FBK	Restricted Stock Units (obligation to sell)	Exercise of in-the-money or at-the-money derivative security	$0	-4.19K	-100%	$0.00^*	0	Jan 31, 2022	Common Stock	4.19K		Held by employees of Ayers Asset Management, Inc.	F1, F3
transaction	FBK	Restricted Stock Units (obligation to sell)	Exercise of in-the-money or at-the-money derivative security	$0	-516	-100%	$0.00^*	0	Jan 31, 2022	Common Stock	516		Held by employees of Ayers Asset Management, Inc.	F1, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As reported in Forms 4 filed with the Securities and Exchange Commission ("SEC") on November 30, 2017, January 4, 2018 April 3, 2018, and July 3, 2018, the reporting person, for no consideration, previously transferred to Ayers Asset Management, Inc. ("AAM") 8,169 shares of Common Stock that FB Financial Corporation ("FB Financial") paid him as compensation for services rendered to FB Financial. AAM issued 8,169 Restricted Stock Units ("RSUs") to certain AAM employees (each, a "Grantee" and, collectively, the "Grantees") as additional compensation for services rendered and to be rendered by such Grantees to AAM. The 8,169 RSUs that were awarded to Grantees are convertible on a one-for-one (1:1) basis into a corresponding number of shares of Common Stock of FB Financial.
F2	On January 21, 2022, as a result of a Grantee's departure from AAM, the Grantee forfeited 132 unvested RSUs, which were (i) vested in their entirety, (ii) converted on a one-for-one basis into shares of FB Financial Common Stock, and (iii) immediately and automatically gifted to the Middle Tennessee Council, Inc., Boy Scouts of America.
F3	On January 31, 2022, the remaining 4,708 RSUs vested in certain AAM employees pursuant to the grant of RSUs described in prior Form 4 filings. For more information regarding the issuance and vesting provisions of these RSUs, please see the Forms 4 previously filed with the SEC on October 2, 2018 and July 3, 2018.