Edgar Filing: PINNACLE FINANCIAL PARTNERS INC

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Brock Charles E

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

PO BOX 25107

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2015

(Street)

CHATTANOOGA, TN 37422-5107

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
PNFP Common Stock	07/31/2015		A		22,500	A	⁽¹⁾	22,500	D
PNFP Common Stock	08/03/2015		A		753 ⁽²⁾	A	$ 0	23,253	D
PNFP Common Stock	07/31/2015		A		8,910	A	⁽³⁾	8,910 ⁽⁴⁾	I	By spouse as TNUTMA custodian for daughters

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Director Stock Option (right to buy)

$ 13.34

07/31/2015

18,750

07/31/2015

04/19/2017

Common Stock

18,750

⁽⁵⁾

18,750

Director Stock Option (right to buy)

$ 20

07/31/2015

2,746

07/31/2015

12/31/2019

Common Stock

2,746

⁽⁶⁾

2,746

Director Stock Option (right to buy)

$ 20

07/31/2015

2,806

07/31/2015

12/31/2021

Common Stock

2,806

⁽⁷⁾

2,806

Director Stock Option (right to buy)

$ 25

07/31/2015

1,781

07/31/2015

01/31/2023

Common Stock

1,781

⁽⁸⁾

1,781

Director Stock Option (right to buy)

$ 25

07/31/2015

5,000

07/31/2015

03/28/2023

Common Stock

5,000

⁽⁹⁾

5,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Brock Charles E PO BOX 25107 CHATTANOOGA, TN 37422-5107	X

Signatures

/s/ Charles E. Brock		08/05/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Received in exchange for 45,000 shares of CapitalMark Bank & Trust Common Stock in connection with the merger (the "Merger") of CapitalMark Bank & Trust with and into Pinnacle Bank, a wholly-owned subsidiary of Pinnacle Financial Partners, Inc. ("Pinnacle Financial") On July 31, 2015, the closing price of Pinnacle Financials' common stock was $53.09.
(2)	Restricted shares with restrictions that lapse on February 28, 2016 based on attendance at Pinnacle Board and Committee meetings to which the above-named officer serves.
(3)	Received in exchange for 17,820 shares of CapitalMark Bank & Trust Common Stock in connection with the Merger. On July 31, 2015, the closing price of Pinnacle Financials' common stock was $53.09.
(4)	The reporting person disclaims beneficial ownership of these shares, and this report should not be deemed an admission that the reporting person is the beneficial owner of these shares for the purposes of Section 16 or for any other purposes.
(5)	Received in the Merger in exchange for a stock option to acquire 37,500 shares of CapitalMark Bank & Trust common stock for $6.67 per share.
(6)	Received in the Merger in exchange for a stock option to acquire 5,491 shares of CapitalMark Bank & Trust common stock for $10.00 per share.
(7)	Received in the Merger in exchange for a stock option to acquire 5,611 shares of CapitalMark Bank & Trust common stock for $10.00 per share.
(8)	Received in the Merger in exchange for a stock option to acquire 3,562 shares of CapitalMark Bank & Trust common stock for $12.50 per share.
(9)	Received in the Merger in exchange for a stock option to acquire 10,000 shares of CapitalMark Bank & Trust common stock for $12.50 per share.

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