SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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).
1. Name and Address of Reporting Person*
MCCABE ROBERT A JR

(Last) (First) (Middle)
150 THIRD AVE SOUTH
SUITE 900

(Street)
NASHVILLE TN 37201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PINNACLE FINANCIAL PARTNERS INC [ PNFP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CHAIRMAN
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2021
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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
PNFP Common Stock 02/28/2021 A(1) 39,068(1) A $0(2) 384,854 D
PNFP Common Stock 02/28/2021 F 15,375(3) D $81.17 369,479 D
PNFP Common Stock 173,000(4) I McCabe Family 2020 GST Exempt Trust
PNFP Common Stock 2,370 I IRA-Spouse
PNFP Common Stock 184 I By Daughter
PNFP Common Stock 2,652 I By Spouse
PNFP Common Stock 159 I By Daughter
PNFP Common Stock 29,672 I 401K Plan
Depositary Shares 20,000(5) D
Depositary Shares 10,000(5) I By Spouse
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On January 21, 2016, the reporting person was granted 39,068 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 2016, 2017 and 2018 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, 2020 was not greater than 3.00%.Based upon the performance of Pinnacle Financial Partners, Inc.(the "Company") for 2016, 2017 and 2018 and the NPA ratio at December 31, 2020, as reflected in the Company's Annual Report on Form 10-K for 2020, the reporting person earned 39,068 performance units, which units vested and were settled in 39,068 shares of Company common stock. As described in footnote 3, a portion of those 39,068 shares of common stock were retained by the Company to cover withholding taxes owed by the reporting person
2. 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.
3. 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.
4. Represents shares transferred to the McCabe Family 2020 GST Exempt Trust over which the reporting person's spouse shares control
5. Each depositary share represents a 1/40th interest in a share of the Issuer's 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value per share. Depositary shares purchased in an underwritten public offering.
/s/ Robert A. McCabe, Jr. 03/02/2021
** 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.
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