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Filing Details

Accession Number:: 0001567619-22-005994
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2022-03-02 12:15:45
Reporting Period:: 2022-02-28

Accepted Time:: 2022-03-02 12:15:45
Original Submission Date:: 2022-03-02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1115055	Pinnacle Financial Partners Inc	PNFP	()	4/A

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1079428	Jr A Robert Mccabe	150 Third Ave South Suite 900 Nashville TN 37201	Chairman	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Pnfp Common Stock	Acquisiton	2022-02-28	38,827	$0.00	339,678	No	4	A	Direct
Pnfp Common Stock	Disposition	2022-02-28	15,280	$99.05	324,398	No	4	F	Direct
Pnfp Common Stock	Disposition	2022-03-01	12,911	$95.95	311,487	No	4	S	Direct
Pnfp Common Stock	Disposition	2022-03-01	7,652	$96.55	303,835	No	4	S	Direct
Pnfp Common Stock	Disposition	2022-03-01	2,084	$97.38	301,751	No	4	S	Direct
Pnfp Common Stock	Disposition	2022-03-01	900	$98.41	300,851	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	F	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Pnfp Common Stock	173,000	Indirect	McCabe Family 2020 GST Exempt Trust
Pnfp Common Stock	2,370	Indirect	IRA-Spouse
Pnfp Common Stock	184	Indirect	By Daughter
Pnfp Common Stock	2,652	Indirect	By Spouse
Pnfp Common Stock	159	Indirect	By Daughter
Pnfp Common Stock	30,822	Indirect	401K Plan
Depositary Shares	20,000	Direct
Depositary Shares	10,000	Indirect	By Spouse

Footnotes

On January 25, 2017, the reporting person was granted 38,827 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 2017, 2018 and 2019 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, 2021 was not greater than 3.00%.Based upon the performance of Pinnacle Financial Partners, Inc.(the "Company") for 2017, 2018 and 2019 and the NPA ratio at December 31, 2020, as reflected in the Company's Annual Report on Form 10-K for 2021, the reporting person earned 38,827 performance units, which units vested and were settled in 38,827 shares of Company common stock. As described in footnote 3, a portion of those 38,827 shares of common stock were retained by the Company to cover withholding taxes owed by the reporting person
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.
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.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.38 to $96.02. The reporting person undertakes to provide Pinnacle Financial Partners, Inc., any security holder of Pinnacle Financial Partners, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.07 to $97.02. The reporting person undertakes to provide Pinnacle Financial Partners, Inc., any security holder of Pinnacle Financial Partners, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.025 to $98.02. The reporting person undertakes to provide Pinnacle Financial Partners, Inc., any security holder of Pinnacle Financial Partners, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.1 to $99.05. The reporting person undertakes to provide Pinnacle Financial Partners, Inc., any security holder of Pinnacle Financial Partners, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
Represents shares transferred to the McCabe Family 2020 GST Exempt Trust over which the reporting person's spouse shares control
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.