<SEC-DOCUMENT>0000899243-19-002041.txt : 20190128
<SEC-HEADER>0000899243-19-002041.hdr.sgml : 20190128
<ACCEPTANCE-DATETIME>20190128170203
ACCESSION NUMBER:		0000899243-19-002041
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20190117
FILED AS OF DATE:		20190128
DATE AS OF CHANGE:		20190128

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Peery Robert Wade
		CENTRAL INDEX KEY:			0001765792

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-37875
		FILM NUMBER:		19546192

	MAIL ADDRESS:	
		STREET 1:		211 COMMERCE STREET, SUITE 300
		CITY:			NASHVILLE
		STATE:			TN
		ZIP:			37201

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FB Financial Corp
		CENTRAL INDEX KEY:			0001649749
		STANDARD INDUSTRIAL CLASSIFICATION:	STATE COMMERCIAL BANKS [6022]
		IRS NUMBER:				621216058
		STATE OF INCORPORATION:			TN
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		211 COMMERCE STREET
		STREET 2:		SUITE 300
		CITY:			NASHVILLE
		STATE:			TN
		ZIP:			37201
		BUSINESS PHONE:		615-313-0080

	MAIL ADDRESS:	
		STREET 1:		211 COMMERCE STREET
		STREET 2:		SUITE 300
		CITY:			NASHVILLE
		STATE:			TN
		ZIP:			37201

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	First South Bancorp, Inc.
		DATE OF NAME CHANGE:	20150731
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2019-01-17</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001649749</issuerCik>
        <issuerName>FB Financial Corp</issuerName>
        <issuerTradingSymbol>FBK</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001765792</rptOwnerCik>
            <rptOwnerName>Peery Robert Wade</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>211 COMMERCE STREET</rptOwnerStreet1>
            <rptOwnerStreet2>SUITE 300</rptOwnerStreet2>
            <rptOwnerCity>NASHVILLE</rptOwnerCity>
            <rptOwnerState>TN</rptOwnerState>
            <rptOwnerZipCode>37201</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Chief Administrative Officer</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
                <footnoteId id="F1"/>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>17720</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>EBI Units</value>
                <footnoteId id="F2"/>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F2"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F2"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>2700</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Includes 9,106 restricted stock units (&quot;RSUs&quot;) granted pursuant to the issuer's 2016 Incentive Plan. These RSUs convert on a 1:1 basis into shares of the issuer's Common Stock. These 9,106 RSUs have vested or will vest as follows: (i) 5,263 vest in full on September 21, 2021; (ii) 1,334 will vest in approximately two equal installments on March 16, 2019 and March 16, 2020, with a prior vesting installment of 667 RSUs occurring on March 16, 2018 and (iii) 2,509 vest in approximately three equal installments on March 1, 2019, March 1, 2020, and March 1, 2021.</footnote>
        <footnote id="F2">The issuer has granted EBI Units to the reporting person pursuant to the FirstBank 2012 Equity Based Incentive Plan (the &quot;2012 EBI Plan&quot;), and the EBI Units vest in full on January 31, 2019. For each EBI Unit vested to such reporting person, the reporting person has elected to receive either (i) an amount in cash equal to the fair market value of a share of common stock on the December 31 immediately preceding the payment date or (ii) a number of shares of issuer common stock determined pursuant to the following conversion formula: (a) the number of EBI Units outstanding under the 2012 EBI Plan, multiplied by: (b) 1.13 (determined by dividing $21.4085, the fair market value per EBI Unit as determined under the 2012 EBI Plan, by $19.00, the IPO price). Prior to the filing of this Form 3, the reporting person elected to receive a number of shares of issuer common stock. Accordingly, upon the vesting of the reporting person's EBI Units, he will receive 3,042 shares of issuer common stock.</footnote>
    </footnotes>

    <remarks>See Exhibit 24 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Beth W. Sims, as Attorney-in-Fact</signatureName>
        <signatureDate>2019-01-28</signatureDate>
    </ownerSignature>
</ownershipDocument>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
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<HEAD>
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<BODY>
<PRE>

                                 POWER OF ATTORNEY


Know all by these presents, that the undersigned hereby constitutes and appoints
each of James R. Gordon and Beth W. Sims, or either of them signing singly, and
with full power of substitution, the undersigned's true and lawful
attorney-in-fact to:

(1)        to the extent necessary, prepare, execute in the undersigned's name
and on the undersigned's behalf, and submit to the U.S. Securities and Exchange
Commission (the "SEC") a Form ID, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports required by
Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation
of the SEC;

(2)       execute for and on behalf of the undersigned, in the undersigned's
capacity as beneficial owner of securities of FB Financial Corporation
(the "Company"), Form 144, 3, 4, 5 and any Schedules 13D or 13G in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the
rules thereunder;

(3)        do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 144, 3, 4, 5 and any Schedules 13D or 13G, complete and execute any
amendment or amendments thereto, and timely file any such form with the SEC and
any stock exchange or similar authority, including completing and executing a
Uniform Application for Access Codes to File on Edgar on Form ID; and

(4)        take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being u
nderstood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form 144, 3, 4, 5 and any Schedules
13D or 13G with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in
a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 17th day of January, 2019.



                                        By: /s/ R. Wade Peery
                                            ------------------------------------
                                        Name:  R. Wade Peery
                                        Title:  Chief Administrative Officer





</PRE>
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</SEC-DOCUMENT>
