As filed with the Securities and Exchange Commission on May 6, 2016March 9, 2017

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PINNACLE FINANCIAL PARTNERS, INC.

(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)Charter)

150 Third Avenue South

Suite 900

Nashville, Tennessee 37201

(615) 744-3700

(Address, including zip code,Zip Code, and telephone number,Telephone Number, including area code,Area Code, of registrant’s principal executive offices)Registrant’s Principal Executive Offices)

M. Terry Turner

President and Chief Executive Officer

Pinnacle Financial Partners, Inc.

150 Third Avenue South

Suite 900

Nashville, Tennessee 37201

(615) 744-3700

(Name, address,Address, including zip code,Zip Code, and telephone number,Telephone Number, including area code,Area Code, of agentAgent for service)Service)

With copies to:

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable following the effectiveness ofafter this Registration Statement becomes effective and the effective timeupon completion of the merger described in this Registration Statement.the enclosed document.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border IssueIssuer Tender Offer)  ¨☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨☐

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

Information in this proxy statement/prospectuscontained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectusdocument shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED May 6, 2016MARCH 9, 2017

Proxy Statement			Prospectus

PROXY STATEMENT FOR THE SPECIAL MEETING OF SHAREHOLDERS OF

AVENUE FINANCIAL HOLDINGS, INC.

and

PROSPECTUS OF

PINNACLE FINANCIAL PARTNERS, INC.

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Shareholder:

On behalfJanuary 22, 2017, Pinnacle Financial Partners, Inc., or Pinnacle, and BNC Bancorp, or BNC, entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) that provides for the combination of the boardtwo companies. Under the merger agreement, a wholly owned subsidiary of directorsPinnacle (which we refer to as “Merger Sub”) will merge with and into BNC, with BNC remaining as the surviving entity and becoming a wholly owned subsidiary of Avenue Financial Holdings, Inc. (“Avenue”), I am pleasedPinnacle (which we refer to deliver this proxy statement/prospectus foras the proposed“merger”). Such surviving entity will, as soon as reasonably practicable following the merger and as part of Avenuea single integrated transaction, merge with and into Pinnacle, Financial Partners, Inc. (“Pinnacle”). In this documentwith Pinnacle remaining as the surviving entity (which we refer to thisas the “second step merger” and, together with the merger, as the “mergers”). Immediately following the completion of the second step merger, Bank of North Carolina, a North Carolina state bank and wholly owned subsidiary of BNC, will merge with and into Pinnacle Bank, a Tennessee state bank and wholly owned subsidiary of Pinnacle, with Pinnacle Bank as the surviving bank, in a transaction we refer to as the “bank merger.”

EachIn the merger, each outstanding share of AvenueBNC common stock that you hold as(except for specified shares of the effective time of the merger,BNC common stock held by BNC, Pinnacle or Merger Sub) will be exchanged for 0.36automatically converted into the right to receive 0.5235 shares of Pinnacle common stock and an amount in cash equal(which we refer to $2.00. Based uponas the 10,419,888“merger consideration”). Although the number of shares of AvenuePinnacle common stock that each BNC shareholder will receive is fixed, the market value of the merger consideration will fluctuate with the market price of Pinnacle common stock. Based on the 20-day trailing average closing price of Pinnacle’s common stock on the NASDAQ Stock Market, or the NASDAQ, as of January 20, 2017, the last trading day before public announcement of the merger, the exchange of BNC shares for shares of Pinnacle common stock (which we refer to as the “exchange ratio”) represented approximately $35.70 in value for each share of BNC common stock and approximately $1.9 billion in the aggregate. Based on the closing price of Pinnacle’s common stock on [            ], 2017 of $[            ], the merger consideration represented approximately $[            ] in value for each share of BNC common stock and approximately $[            ] billion in the aggregate.We urge you to obtain current market quotations for Pinnacle (trading symbol “PNFP”) and BNC (trading symbol “BNCN”).

Based on the exchange ratio and the number of shares of BNC common stock outstanding as of May 4, 2016,[            ], 2017, Pinnacle willcurrently expects to issue approximately 3.8 million[            ] shares upon the completion of the merger. However, an increase or decrease in the number of outstanding shares of PinnacleBNC common stock and pay approximately $20.8 million in cash atprior to the closingcompletion of the merger in each case assuming that none of Avenue’s outstanding stock options are exercised prior tocould cause the closing. Based upon Pinnacle’s closing price as of May 4, 2016, the total merger consideration is expected to be approximately $200 million.

Additionally, any outstanding options to purchase shares of common stock of Avenue that are not vested will be accelerated prior to, but conditioned on the occurrence of, the closing of the merger and all options that are not exercised prior to the closing shall be cancelled and the holders of any such options shall receive an amount in cash equal to the product of (x) the excess, if any, of $20.00 over the exercise price of each such option and (y) theactual number of shares issued upon completion to change.

BNC and Pinnacle will each hold a special meeting of Avenue common stock subjecttheir shareholders in connection with the mergers. BNC shareholders will be asked to each such option.

Pursuantvote to approve and adopt the termsmerger agreement and the transactions contemplated thereby, including the mergers and the bank merger, and approve related matters, as described in the attached joint proxy statement/prospectus. Approval and adoption of the merger agreement Avenue may, in addition to the occurrence of other events, terminate the merger agreement if Pinnacle’s average closing common stock price over a time period specified in the merger agreement is less than $40.00 and the decline in the price of Pinnacle’s common stock during that period is 20% more than the decline in the price during the same period of a composite bank index specified in the merger agreement.

This proxy statement/prospectus contains important information about the merger. You should read this entire proxy statement/prospectus carefully, including all appendices, the documents incorporated by reference therein and the information under the section entitled“RISK FACTORS RELATING TO THE MERGER” beginning on page 21.

The merger cannot be completed unless the proposal to approve the merger agreement is approved byrequires the affirmative vote of a majority of all the votes entitled to be cast by the holders of outstanding shares of AvenueBNC voting common stock. As a result, failingPinnacle shareholders will be asked to vote will haveto approve the same effect as a vote against the approvalissuance of the shares of Pinnacle common stock in connection with the merger agreement. Whether orand approve a related matter. Approval of the issuance of the shares of Pinnacle common stock in connection with the merger requires that the votes cast in favor of the proposal exceed the votes cast opposing the proposal.

Holders of shares of BNC’s non-voting common stock are not you planentitled to attendand are not requested to vote at the BNC special meeting.

The special meeting please take the time to vote by completing the enclosed proxy card and mailing it in the enclosed envelope.of Pinnacle shareholders will be held on [            ], 2017 at Pinnacle’s headquarters at 150 Third Avenue South, Suite 900, Nashville, Tennessee 37201, at [            ] Central Time. The special meeting of BNC shareholders will be held on [            ], 2017 at [            ], at [            ] Eastern Time.

The AvenueBNC board of directors unanimously recommends that youBNC shareholders voteFOR “FOR” the approval and adoption of the merger agreement. We look forwardagreement and “FOR” the other matters to seeing yoube considered at the BNC special meeting.

The Pinnacle board of directors unanimously recommends that Pinnacle shareholders vote “FOR” the issuance of shares of Pinnacle common stock in connection with the merger and “FOR” the other matters to be considered at the Pinnacle special meeting.

The attached joint proxy statement/prospectus describes the special meeting of Pinnacle, the special meeting of BNC, the mergers, the documents related to the mergers, and we appreciate your continued support.

Sincerely yours,other related matters.Please carefully read the entire joint proxy statement/prospectus, including “Risk Factors” beginning on page 35, for a discussion of the risks relating to the proposed mergers. You also can obtain information about Pinnacle and BNC from documents that each has filed with the Securities and Exchange Commission.

Ron Samuels

Chairman and Chief Executive Officer

M. Terry Turner President and Chief Executive Officer Pinnacle Financial Partners, Inc.		Richard D. Callicutt II President and Chief Executive Officer BNC Bancorp

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities beingto be issued by Pinnacle in connection with the mergermergers or passed upon the adequacy or completenessaccuracy of thisthe accompanying joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The securities to be issued in connection with the merger are not savings or deposit accounts or other obligations of any bank or nonbanknon-bank subsidiary of any of the parties,either Pinnacle or BNC and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This documentThe date of the accompanying joint proxy statement/prospectus is dated [●], 2016,            ], 2017, and it is first being mailed or otherwise delivered to the shareholders of Pinnacle and BNC on or about [●], 2016.            ], 2017.

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON June 21, 2016To the Shareholders of Pinnacle Financial Partners, Inc.:

You are cordially invitedPinnacle Financial Partners, Inc. (which we refer to attendas “Pinnacle”) will hold a special meeting of thePinnacle shareholders ofat [            ] Central Time, on [            ], 2017, at Pinnacle’s headquarters at 150 Third Avenue Financial Holdings, Inc. (“Avenue”) on June 21, 2016, at 10:30 a.m., local time, at the Frist Center Auditorium, 919 Broadway,South, Suite 900, Nashville, Tennessee 37203. At37201 (which we refer to as the “Pinnacle special shareholders’ meeting, holdersmeeting”) to consider and vote upon the following matters:

Only shareholders

We have fixed the close of business on April 22, 2016, will be[                    ], 2017 as the record date for the Pinnacle special meeting. Only Pinnacle shareholders of record at that time are entitled to notice of, and to vote at, the Pinnacle special shareholders’ meeting, or any postponement or adjournment of the Pinnacle special meeting. Approval of the Pinnacle share issuance proposal requires that the votes cast in favor of the proposal exceed the votes cast opposing the proposal. Approval of the Pinnacle adjournment proposal requires that the votes cast in favor of the proposal exceed the votes cast opposing the proposal.

The Pinnacle board of directors has approved the mergers, the merger agreement and the issuance of Pinnacle common stock contemplated thereby, has determined that the merger agreement and the transactions contemplated thereby, including the mergers, the bank merger and the share issuance, are advisable and in the best interests of Pinnacle and its shareholders, and unanimously recommends that Pinnacle shareholders vote“FOR” the Pinnacle share issuance proposal and“FOR” the Pinnacle adjournment proposal.

Your vote is very important. We cannot complete the merger unless Pinnacle’s shareholders approve the issuance of shares of Pinnacle common stock as contemplated by the merger agreement.

Each copy of the joint proxy statement/prospectus mailed to Pinnacle shareholders is accompanied by a form of proxy card with instructions for voting. Regardless of whether you plan to attend the Pinnacle special meeting, please vote as soon as possible by accessing the Internet site listed on the Pinnacle proxy card, by voting telephonically using the phone number listed on the Pinnacle proxy card or by submitting your proxy card by mail. If you hold stock in your name as a shareholder of record of Pinnacle, please complete, sign, date, and return the accompanying proxy card in the enclosed postage-paid return envelope. If you hold your stock in “street name” through a bank, broker or other holder of record, please follow the instructions on the voting instruction card furnished by the record holder. This will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any shareholder of record of Pinnacle common stock who is present at the Pinnacle special meeting may vote in person instead of by proxy, thereby canceling any previous proxy. In any event, a proxy may be revoked in writing at any time before the Pinnacle special meeting in the manner described in the accompanying joint proxy statement/prospectus. Information and applicable deadlines for voting through the Internet or by telephone are set forth in the enclosed proxy card instructions.

The enclosed joint proxy statement/prospectus provides a detailed description of the Pinnacle special meeting, the mergers, the documents related to the mergers, and other related matters.We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes carefully and in their entirety.

BY ORDER OF THE BOARD OF DIRECTORS,

Hugh M. Queener

Secretary Pinnacle Financial Partners, Inc.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of BNC Bancorp:

NOTICE IS HEREBY GIVEN that BNC Bancorp (which we refer to as “BNC”) will hold a special meeting of shareholders at [            ] Eastern Time, on [                    ], 2017, at [            ] (which we refer to as the “BNC special meeting”) to consider and vote upon the following matters:

The BNC board of directors has fixed the close of business on [                    ], 2017 as the record date for the BNC special meeting. Only BNC shareholders of record at that time are entitled to notice of, and only holders of BNC voting common stock of record at that time are entitled to vote at, the BNC special meeting, or any adjournment or postponement of the BNC special shareholders’meeting. Approval of the BNC merger proposal requires the affirmative vote of a majority of all the votes entitled to be cast by the holders of outstanding shares of BNC voting common stock. Approval of the BNC compensation proposal requires that the votes cast in favor of the proposal at the BNC special meeting exceed the votes cast opposing the proposal at the BNC special meeting. Approval of the BNC adjournment proposal requires that the votes cast in favor of the proposal at the BNC special meeting exceed the votes cast opposing the proposal at the BNC special meeting.

AvenueThe BNC board of directors has concluded that holders of record of Avenue common stock donot have the right to dissent fromapproved and adopted the merger agreement, has determined that the transactions contemplated by the merger agreement, including the mergers and exercise appraisal rights under the Tennessee Business Corporation Act.bank merger, each on the terms and conditions set forth in the merger agreement, are in the best interests of BNC and its shareholders and unanimously recommends that BNC shareholders vote“FOR” the BNC merger proposal,“FOR” the BNC compensation proposal and“FOR” the BNC adjournment proposal.

AVENUE’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT HOLDERS OF AVENUE COMMON STOCK VOTE “FOR” THE PROPOSALS SET FORTH ABOVE.

Your vote is very important. You can vote in one We cannot complete the merger unless BNC’s shareholders approve the BNC merger proposal.

Each copy of two ways: (i)the joint proxy statement/prospectus mailed to BNC shareholders is accompanied by mail by completing, dating, signing and returning the encloseda form of proxy card or (ii) in person at the special meeting. To vote you may complete, date and sign the enclosed proxy card and promptly return it in the envelope provided,with instructions for voting. Regardless of whether or not you plan to attend the BNC special shareholders’ meeting.meeting, please vote as soon as possible by accessing the Internet site listed on the BNC proxy card, by voting telephonically using the phone number listed on the BNC proxy card or by submitting your proxy card by mail. If you attendhold stock in your name as a shareholder of record of BNC and are voting by mail, please complete, sign, date, and return the accompanying proxy card in the enclosed postage-paid return envelope. If you hold your stock in “street name” through a bank, broker or other holder of record, please follow the instructions on the voting instruction card furnished by the record holder. This will not prevent you from voting in person, but it will

help to secure a quorum and avoid added solicitation costs. Any shareholder of record of BNC entitled to vote at the BNC special shareholders’ meeting youwho is present at the BNC special meeting may vote in person if you wish, even if you have previously returned yourinstead of by proxy, card. Please return yourthereby canceling any previous proxy. In any event, a proxy may be revoked at any time before the BNC special meeting in the manner described in the accompanying joint proxy statement/prospectus. Information and applicable deadlines for voting through the Internet or by telephone are set forth in the enclosed proxy card instructions.

The enclosed joint proxy statement/prospectus provides a detailed description of the BNC special meeting, the mergers, the documents related to the mergers, and other related matters.We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by no later than June 20, 2016.reference, and its annexes carefully and in their entirety.

				BY ORDER OF THE BOARD OF DIRECTORS, OF AVENUE FINANCIAL HOLDINGS, INC.
[●], 2016 Nashville, Tennessee Richard D. Callicutt II
			Ron Samuels ChairmanPresident and Chief Executive Officer
						BNC Bancorp

TABLE OF CONTENTS

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REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about Pinnacle Financial Partners, Inc. and Avenue Financial Holdings, Inc.BNC from other documents that they file with the Securities and Exchange Commission (which we refer to as the SEC) but“SEC”) that are not included in or delivered with this joint proxy statement/prospectus. For a listing of documents incorporated by reference into this joint proxy statement/prospectus, please see the section entitled “Where You Can Find More Information” beginning on page 150 of this joint proxy statement/prospectus. You can obtain copies of this joint proxy statement/prospectus and any of the documents incorporated by reference ininto this joint proxy statement/prospectus without charge upon writtenat no cost by requesting them in writing or oral request to:by telephone from the appropriate company at the following addresses:

In order toTo obtain timely ensure delivery of these documents, you must makerequest them no later than five business days before the date of your requestspecial meeting. This means that Pinnacle shareholders requesting documents must do so by June 14, 2016[                    ], 2017, in order to receive them before the Pinnacle special meeting, and BNC shareholders requesting documents must do so by [                    ], 2017, in order to receive them before the BNC special meeting.

You may also obtain these documents at no cost at the SEC’s website (www.sec.gov) and you may obtain certain of these documents at Pinnacle’s website (www.pnfp.com) by selecting the tab entitled “Investor Relations” under the tab “About Pinnacle” and then the tab entitled “SEC Filings” or at Avenue’sBNC’s website (www.avenuenashville.com)(www.bncbanking.com) by selecting the tablink entitled “Investor Relations” and then the tab entitled “SEC filings”Filings”. Information contained on, or accessible from, Pinnacle’s website or Avenue’sBNC’s website is expressly not incorporated by reference into this joint proxy statement/prospectus, and you should not consider it part of this joint proxy statement/prospectus.

You should rely only on the information incorporated by reference into or provided in or with this proxy statement/prospectus. We have not authorized anyone to give you different information. You should not assume that the information in this proxy statement/prospectus, or in any documents delivered with this proxy statement/prospectus, or any supplement, is accurate as of any date other than the date on the front of such documents, and neither the mailing of this proxy statement/prospectus to you nor the issuance of Pinnacle common stock in connection with the merger of Avenue with and into Pinnacle shall create any implication to the contrary.

If you have any questions, or need assistance in completing and returning your proxy, you may contact Avenue at the following address and telephone number:

Avenue Financial Holdings, Inc.

111 Tenth Avenue South, Suite 400

Nashville, Tennessee 37203

Attention: Barbara J. Zipperian

Telephone: (615) 736-6940

For a more detailed description of the information incorporated by reference in the enclosed joint proxy statement/prospectus and how you may obtain it, see the section entitled “WHERE YOU CAN FIND MORE INFORMATION”“Where You Can Find More Information” beginning on page 94150 of the enclosedthis joint proxy statement/prospectus.

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EXPLANATORY NOTEABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This proxy statement/document, which forms part of a registration statement on Form S-4 filed with the SEC by Pinnacle (File No. 333-[            ]), constitutes a prospectus relatesof Pinnacle under Section 5 of the Securities Act of 1933, as amended (which we refer to anas the “Securities Act”), with respect to the shares of common stock, par value $1.00 per share, of Pinnacle (which we refer to as “Pinnacle common stock”), to be issued pursuant to the Agreement and Plan of Merger, dated as of January 28, 2016,22, 2017, by and among Pinnacle, BNC and Merger Sub, as it may be amended from the time to time (which we refer to as the merger agreement), by“merger agreement”). This document also constitutes a proxy statement of each of Pinnacle and between Pinnacle Financial Partners, Inc., a Tennessee corporation (which we refer to as Pinnacle) and Avenue Financial Holdings, Inc., a Tennessee corporation (which we refer to as Avenue). Upon the terms and subject to the conditionsBNC under Section 14(a) of the merger agreement, a copySecurities Exchange Act of which is attached to this proxy statement/prospectus1934, asAppendix A and incorporated by reference herein, Avenue will merge with and into Pinnacle, with Pinnacle being the surviving company amended (which we refer to as the merger)“Exchange Act”). InIt also constitutes a notice of meeting with respect to the special meeting of Pinnacle shareholders and a notice of meeting with respect to the special meeting of BNC shareholders.

You should rely only on the information contained in, incorporated by reference into, or provided with this document. No one has been authorized to provide you with information that is different from that contained in, incorporated by reference into, or provided with this document. This document is dated [                    ], 2017, and you should not assume that the information in this document is accurate as of any date other than such date. You should not assume that the information incorporated by reference into this document is accurate as of any date other than the date of such incorporated document. Neither the mailing of this document to BNC shareholders or Pinnacle shareholders, nor the issuance by Pinnacle of shares of common stock in connection with the execution of the merger agreement, Pinnacle Bank, Pinnacle’s wholly owned bank subsidiary, and Avenue Bank, Avenue’s wholly owned bank subsidiary, entered into a separate Agreement and Plan of Merger on January 28, 2016 (which we refer to as the bank merger agreement), pursuant to which Avenue Bankmergers, will merge with and into Pinnacle Bank simultaneously with the consummation of the merger (which we refer to as the bank merger).

Pursuantcreate any implication to the terms of the merger agreement, upon consummation of the merger each holder of Avenue common stock, par value $1.00 per share (which we refer to as the Avenue common stock), issued and outstanding, subject to certain exceptions, will receive 0.36 shares of Pinnacle common stock, par value $1.00 per share (which we refer to as Pinnacle common stock), and an amount in cash equal to $2.00 for each share of Avenue common stock owned by such Avenue shareholder at the effective time of the merger (which we refer to as the merger consideration). Fractional shares will not be issued by Pinnacle, but instead will be paid in cash based on the average closing price of Pinnacle’s common stock for the 10 trading days ending on the business day immediately preceding the closing date of the merger.contrary.

This proxy statement/prospectus serves as:

Unless the context otherwise requires, all referencesindicates, information contained in this proxy statement/prospectus to “we”, “us”, or “our” refer todocument regarding BNC has been provided by BNC and information contained in this document regarding Pinnacle and Avenue.has been provided by Pinnacle.

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TABLE OF CONTENTS

iii

QUESTIONS AND ANSWERS ABOUT VOTING AND THE MERGER AND

THE SPECIAL MEETING

The following questions and answers are intended to address briefly some commonly asked questions regarding thespecial meeting, mergers, the merger agreement, the Pinnacle special meeting, and the merger. These questions and answers mayBNC special meeting. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not addressprovide all questionsof the information that maymight be important to you as an Avenue common shareholder. To better understand these matters, and for a description ofwith respect to the legal terms governingmergers, the merger you should carefully read this entire proxy statement/prospectus, includingagreement, the appendices, as well asPinnacle special meeting or the BNC special meeting. Additional important information is also contained in the annexes to, and the documents that have been incorporated by reference ininto, this joint proxy statement/prospectus. See “WHERE YOU CAN FIND MORE INFORMATION”Please see “Where You Can Find More Information” beginning on page 150.94.

About the Mergers

BNC has two classes of outstanding common stock: voting common stock, no par value (which we refer to as “BNC voting common stock”) and non-voting common stock, no par value (which we refer to as “BNC non-voting common stock,” and together with BNC voting common stock, “BNC common stock”). If the merger is completed, BNC shareholders will receive 0.5235 shares of Pinnacle common stock, par value $1.00 per share (which we refer to as “Pinnacle common stock”), for each share of BNC common stock they hold immediately prior to the merger. Pinnacle will not issue any fractional shares of Pinnacle common stock in the merger. In lieu of the issuance of any such fractional share, Pinnacle will pay to each former shareholder of BNC who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) based on the Pinnacle share closing price, as defined and further discussed below. As a result of the foregoing, based on the number of shares of Pinnacle and BNC common stock outstanding as of [                    ], 2017, the last date before the date of this joint proxy statement/prospectus for which it was practicable to obtain this information, we expect that BNC shareholders as of immediately prior to the closing of the merger will hold, in the aggregate, approximately [    ]% of the issued and outstanding shares of Pinnacle common stock immediately following the closing of the merger (without giving effect to any shares of Pinnacle common stock held by BNC shareholders prior to the merger).

The merger cannot be completed unless, among other things, BNC shareholders approve their proposal to approve and adopt the merger agreement and Pinnacle shareholders approve their proposal to approve the issuance of shares of Pinnacle common stock in connection with the merger.

Avenue’s board

In order to approve the issuance of directorsshares of Pinnacle common stock, Pinnacle has determinedcalled a special meeting of its shareholders. This document serves as a proxy statement for the Pinnacle special meeting and describes the proposals to be presented at the Pinnacle special meeting. BNC has also called a special meeting of its shareholders to approve and adopt the merger agreement and approve related matters. This document serves as a proxy statement for the BNC special meeting and describes the proposals to be presented at the BNC special meeting. Holders of BNC non-voting common stock are not entitled to, and are not requested to, vote at the BNC special meeting. Finally, this document is also a prospectus that is being delivered to BNC shareholders because, in connection with the mergers, Pinnacle is offering shares of its common stock to BNC shareholders.

This joint proxy statement/prospectus contains important information about the mergers, the merger agreement and the transactions contemplated thereby, includingother proposals being voted on at the merger, are advisablePinnacle and BNC special meetings and important information to consider in connection with an investment in Pinnacle common stock. You should read it carefully and in the best interests of Avenueits entirety. The enclosed materials allow you to have your shares voted by proxy without attending your special meeting. Your vote is important and its shareholders. The board of directors of Avenue unanimously recommends that Avenue shareholders vote “FOR” the proposalwe encourage you to approve the merger agreement and “FOR” the proposal to authorize Avenue’s board of directors to adjourn the special meeting to allow time for further solicitation of proxies to approve the merger agreement. In addition, Patriot Financial Partners, an institutional shareholder of Avenue that beneficially owns approximately 8.2% of Avenue’s common stock, and the members of Avenue’s board of directors and executive officers who collectively beneficially own approximately 12.8% of Avenue’s common stock (excluding for purposes of James Deutsch, Patriot Financial Partners’ representative on Avenue’s board of directors, the shares of Avenue common stock owned by Patriot Financial Partners that are deemed to be beneficially owned by Mr. Deutsch) have entered into agreements with Pinnacle in which they have agreed, among other things, to vote their shares of Avenue common stock in favor of the proposal to approve the merger agreement. Certain of the executive officers of Avenue have also entered into employment agreements with Pinnacle that will be effective upon consummation of the merger.

Avenue’s board of directors is not aware of any other business to be considered at the special meeting.submit your proxy as soon as possible.

Proposal to Permit theAvenue Board of Directors to Adjourn the Special Meeting. Approving the proposal to authorize the Avenue board of directors to adjourn the special meeting to allow time for further solicitation of proxies requires the affirmative vote of holders of a majority in voting power of the shares of Avenue common stock present and entitled to vote at the special meeting on the adjournment proposal.Accordingly, abstentions will have the same effect as a vote “AGAINST” the proposal to authorize the Avenue board of directors to adjourn the special meeting, while shares not in attendance at the special meeting will have no effect on the outcome of any vote to adjourn the special meeting.

No. If your shares of Avenue common stock are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street

name.” If this is the case, this proxy statement/prospectus has been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank, nominee or other holder of record as to how to vote your shares of Avenue common stock. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares of Avenue common stock will not be voted on that proposal. This is called a “broker non-vote.” Because brokers do not have discretionary voting authority with respect to any of the proposals described in this proxy statement/prospectus, if you, as a beneficial owner of shares of Avenue common stock held in “street name” do not give voting instructions to the broker, bank, nominee or other holder of record, then those shares of Avenue common stock will not be voted on any of the proposals described in this proxy statement/prospectus and will have the same effect as a vote against the proposal to approve the merger agreement, and will have no effect on the outcome of any vote to postpone or adjourn the special meeting. If you hold shares of Avenue common stock through a broker, bank, nominee or other holder of record with custody of your shares, follow the voting instructions you receive from that organization.

The board of directors of Avenue unanimously recommends that the shareholders of Avenue vote in favor of each of the proposals on which they will be voting at the special meeting.

Q:	What will Avenue commonBNC shareholders receive as a result ofin the merger?

Cash will be paid in lieu of any fractional shares based on the average closing price of Pinnacle’s common stock for the 10 trading days ending on the business day immediately preceding the closing date of the merger. Additionally, any outstanding options to purchase shares of Avenue common stock that are not vested will be accelerated prior to, but conditioned on the occurrence of, the closing of the merger and all options that are not exercised prior to the closing will be cancelled and the holders of any such options will receive an amount in cash equal to the product of (x) the excess, if any, of $20.00 over the exercise price of each such option and (y) the number of shares of Avenue common stock subject to each such option.

See “THE MERGER AGREEMENT—MERGER CONSIDERATION” for a more complete discussion of the merger consideration to be paid in the merger beginning on page 60.

other lapse restriction (each, a “BNC restricted stock award”) granted under BNC’s equity-based compensation plans prior to December 31, 2016, whether vested or unvested, will fully vest and be cancelled and converted into the right to receive the merger consideration in respect of each share of BNC common stock underlying each such award.

At the effective time, each outstanding BNC restricted stock award granted on or after December 31, 2016 will be converted into a restricted stock award relating to shares of Pinnacle common stock, with the same terms and conditions as were applicable under such award, and relating to the number of shares of Pinnacle common stock, determined by multiplying (i) the number of shares of BNC common stock subject to such BNC restricted stock award immediately prior to the effective time by (ii) the exchange ratio.

Accordingly, a U.S. holder (as defined below in the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers”) of BNC common stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of the holder’s shares of BNC common stock for shares of Pinnacle common stock in the merger, except with respect to cash received in lieu of a fractional share of Pinnacle common stock.

Please carefully review the information set forth in the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers” beginning on page 122 for a description of the material U.S. federal income tax consequences of the mergers.

The United States federal income tax consequences described above may not apply to all holders of BNC common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the mergers to you.

Q:	Are BNC shareholders entitled to dissenters’ rights?

See “PROPOSAL #1: THE PROPOSED MERGER—MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES” beginning on page 51 for a more complete discussion of the United States federal income tax consequences of the merger.

Q:	When do you expect the merger to be completed?

About the Special Meetings

In addition, members of Pinnacle’s board of directors and executive officers who collectively beneficially own and have the power to vote approximately [        ]% of Pinnacle’s common stock have entered into agreements with BNC in which they have agreed, among other things, to vote their shares of Pinnacle common stock in favor of the Pinnacle share issuance proposal and the Pinnacle adjournment proposal.

In addition, Aquiline BNC Holdings LLC, an institutional shareholder of BNC that beneficially owns and has the power to vote approximately [        ]% of BNC’s voting common stock, and members of BNC’s board of directors and executive officers who collectively beneficially own and have the power to vote approximately [        ]% of BNC’s voting common stock have entered into agreements with Pinnacle in which they have agreed, among other things, to vote their shares of BNC voting common stock in favor of the BNC merger proposal, the BNC compensation proposal and the BNC adjournment proposal.

advisory vote and will not be binding on BNC, the surviving corporation in the merger, or Pinnacle following the mergers. If the merger is completed, the merger-related compensation will be paid to BNC’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements, and the outcome of the advisory (non-binding) vote will not affect BNC or Pinnacle’s obligations to make these payments even if BNC shareholders do not approve, by advisory (non-binding) vote, the proposal.

The BNC special meeting will be held at [                    ] on [                    ], 2017, at [            ] Eastern Time.

Q:	What is the vote required to approve each proposal at the Pinnacle special meeting?

Pinnacle adjournment proposal:

BNC compensation proposal:

BNC adjournment proposal:

Q:	Why is my questions?vote important?

If you hold your shares in “street name” through a bank, broker or other holder of record, you should have received access to this proxy material from your bank, broker or other holder of record with instructions on how to instruct the holder of record to vote your shares. Please follow the voting instructions provided by the bank, broker or other holder of record. You may not vote shares held in street name by returning a proxy card directly to Pinnacle or BNC, or by voting in person at the Pinnacle special meeting or the BNC special meeting, unless you provide a “legal proxy,” which you must obtain from your bank, broker or other holder of record. Further, banks, brokers or other holders of record who hold shares of Pinnacle common stock or BNC common stock on behalf of their customers may not give a proxy to Pinnacle or BNC to vote those shares with respect to any of the proposals without specific instructions from their customers, as banks, brokers and other holders of record do not have discretionary voting power on these matters. If you are a BNC “street name” shareholder, failure to instruct your bank, broker or other holder of record how to vote will have the same effect as a vote “AGAINST” the BNC merger proposal.

BNC shareholders: Yes. If you are a holder of record of BNC voting common stock, you may change your vote at any time before your shares are voted at the BNC special meeting by: (1) signing and returning a proxy card with a later date, (2) delivering a written revocation letter to BNC’s corporate secretary, (3) attending the BNC special meeting in person, notifying the corporate secretary and voting by ballot at the special meeting, or (4) voting by telephone or the Internet at a later time. Attendance at the BNC special meeting will not automatically revoke your proxy. A revocation or later-dated proxy received by BNC after the vote will not affect the vote. BNC’s corporate secretary’s mailing address is: 3980 Premier Drive, Suite 210, High Point, North Carolina 27265, Attention: Corporate Secretary. If you hold your shares in “street name” through a bank, broker or other holder of record, you should contact your bank, broker or other holder of record to change your vote.

Attention: Harold R. Carpenter

Telephone: (615) 744-3700

111 10th Avenue South, Suite 400

Q:	Where can I find the voting results of the special meetings?

Nashville, Tennessee 37203

A:

The preliminary voting results are expected to be announced at the Pinnacle and BNC special meetings. In addition, within four business days following certification of the final voting results, each of Pinnacle and BNC intends to file the final voting results of its special meeting with the SEC on a Current Report on Form 8-K.

Attention: Barbara J. Zipperian

Q:	Whom should I call with questions?

Telephone: (615) 736-6940

A:

Pinnacle shareholders: If you have any questions concerning the merger or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus, or need help voting your shares of Pinnacle common stock, please contact Pinnacle’s proxy solicitor, [            ], at [            ] or toll-free at [            ].

BNC shareholders: If you have any questions concerning the merger or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus, or need help voting your shares of BNC common stock, please contact BNC’s proxy solicitor, [            ], at [            ] or toll-free at [            ].