Statement of Changes in Beneficial Ownership (4)
August 18 2020 - 7:51PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Bibb Julian L. III |
2. Issuer Name and Ticker or Trading Symbol
Franklin Financial Network Inc.
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FSB
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Gen Counsel & Chief HR Ofcr |
(Last)
(First)
(Middle)
722 COLUMBIA AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/15/2020 |
(Street)
FRANKLIN, TN 37064
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/15/2020 | | D | | 1830 | D | (1) | 0 | D | |
Common Stock | 8/15/2020 | | D | | 1472 | D | (2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option (right to buy) | $32.95 | 8/15/2020 | | D | | | 2500 | (3) | 4/16/2028 | Common Stock | 2500 | (3) | 0 | D | |
Explanation of Responses: |
(1) | Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), among the Issuer, FB Financial Corporation ("FB Financial"), and Paisley Acquisition Corporation, in exchange for the right to receive for each share of common stock, restricted stock, or restricted stock unit (1) 0.9650 shares of common stock, par value $1.00 per share, of FB Financial ("FB Financial Common Stock"), having a market value of $29.52 per share as of the close of trading on August 14, 2020, the last trading day prior to the effective time of the merger (the "Effective Time"), and (2) $2.00 in cash (collectively, the "Merger Consideration"). |
(2) | Pursuant to the Merger Agreement, at the Effective Time, the restricted stock units ("RSUs"), which provided for vesting in equal, one-third increments on January 16, 2021, January 16, 2022, and January 16, 2023, were converted into an RSU award in respect of a number of shares of FB Financial Common Stock equal to the product of (a) the total number of shares of Issuer common stock underlying the RSU award multiplied by (ii) 1.0336, all on the same terms and conditions as applied to the corresponding Issuer RSU award. |
(3) | Pursuant to the Merger Agreement, at the Effective Time, the option, which provided for vesting in three substantially equal annual installments beginning on April 16, 2019, was converted into the right to receive the Merger Consideration in respect of each "Net Share," defined as the number of shares determined by dividing (a) the product of (1) the excess, if any, of $30.13 over the per share exercise price of the option multiplied by (2) the number of shares underlying the option, by (b) $30.13. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Bibb Julian L. III 722 COLUMBIA AVENUE FRANKLIN, TN 37064 |
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| Gen Counsel & Chief HR Ofcr |
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Signatures
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/s/ Mandy Garland, Attorney-in-Fact | | 8/18/2020 |
**Signature of Reporting Person | Date |
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