SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Holmes Christopher T

(Last)

(First)

(Middle)

211 COMMERCE STREET, SUITE 300

(Street)

NASHVILLE

37201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FB Financial Corp [ FBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	04/14/2020		J	183,761	D	$0	34,127	D
Common Stock⁽²⁾	12/16/2020		G	300	D	$0	352,221	I	Held by Susan P. Holmes Revocable Living Trust
Common Stock							303	I	Held by daughter 1⁽³⁾
Common Stock							303	I	Held by daughter 2⁽³⁾
Common Stock							303	I	Held by daughter 3⁽³⁾
Common Stock⁽⁴⁾⁽⁵⁾	12/30/2020		J	327,775	D	$0	24,446	I	Held by Susan P. Holmes Revocable Living Trust
Common Stock							327,775	I	Susan Panni Holmes 2020 GST-Exempt Family Trust⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On April 14, 2020, the reporting person transferred 183,761 shares of common stock (the "April Shares") into the Susan P. Holmes Revocable Living Trust (the "Revocable Trust"). After accounting for the transfer of the April Shares (the "April Transfer"), the reporting person had direct beneficial ownership of 34,127 shares of common stock and indirect beneficial ownership 352,521 shares of common stock held through the Revocable Trust. The reporting person and his spouse are the beneficiaries and co-trustees of the Revocable Trust. Accordingly, the April Transfer effected only a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in the April Shares and is therefore exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16a-13 promulgated thereunder and was not required to be reported on a prior Form 4.

2. This line item reflects three separate gifts from the Revocable Trust of 100 shares to each of the reporting person's three daughters (the "Gifts").

3. These line items reflect the Gifts as well as 3 shares received by each of the reporting person's daughters pursuant to the issuer's Dividend Reinvestment Plan.

4. On November 27, 2020, the Susan Panni Holmes 2020 GST-Exempt Family Trust (the "GST Trust") was formed. Thereafter, on December 30, 2020, the reporting person transferred 327,775 shares of common stock (the "December Shares") from the Revocable Trust into the GST Trust (the "December Transfer"). After accounting for the transfer of the December Shares, the reporting person had indirect beneficial ownership of 24,446 shares of common stock held through the Revocable Trust and indirect beneficial ownership of 327,775 shares of common stock held through the GST Trust. The shares held in the GST Trust are held for the benefit of the reporting person and his spouse, who are the beneficiaries and co-trustees of the GST Trust.

5. (Continued from footnote 4.) Accordingly, the December Transfer effected only a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in the December Shares and is therefore exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 promulgated thereunder and was not required to be reported on a prior Form 4.

Remarks:

	/s/ Beth W. Sims, as Attorney-in-Fact	02/16/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 5: T Christopher Holmes gifted 300 units of Common Stock, decreasing ownership by 84% to 34,127 units