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Filing Details

Accession Number:: 0001115055-24-000037
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-03-01 16:08:05
Reporting Period:: 2024-02-28

Accepted Time:: 2024-03-01 16:08:05
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1115055	Pinnacle Financial Partners Inc	PNFP	National Commercial Banks (6021)	621812853

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1231143	Ii D Richard Callicutt	150 Third Avenue South Suite 900 Nashville TN 37201	Chairman-Carolinas & Virginia	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	2024-02-28	24,098	$0.00	112,517	No	4	A	Direct
Pnfp Common Stock	Disposition	2024-02-28	10,238	$83.28	102,279	No	4	F	Direct
Pnfp Common Stock	Disposition	2024-03-01	10,555	$79.98	91,724	No	4	S	Direct
Pnfp Common Stock	Disposition	2024-03-01	8,421	$80.85	83,303	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

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Pnfp Common Stock	4,415	Indirect	401K
Depositary Shares	12,000	Direct

Footnotes

On January 17, 2019, the reporting person was granted 36,451 performance units eligible to vest at target levels of performance (with vesting of more or less units possible based on the performance) of Pinnacle Financial Partners, Inc. (the "Company") against certain performance metrics on an absolute basis for 2019 and 2022 and compared to peers for 2021 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, 2023 was not greater than 3.00%. Based upon the Company's performance for 2019, 2020 and 2021 and the NPA ratio at December 31, 2023, as reflected in the Company's Annual Report on Form 10-K for 2023, the reporting person earned 24,098 performance units, which units vested and were settled in 24,098 shares of Company common stock. As described in footnote 3, a portion of those 24,098 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 from $79.57 to $80.56. 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 from $81.38 to $80.58. 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.
Each depositary share represents 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.