Franklin Financial Network (FSB)

Filed: 28 Feb 18, 7:00pm


March 1, 2018


United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E. Washington, D.C. 20549

Attn: Jessica Livingston


Re:Franklin Financial Network, Inc.

Registration Statement on Form S-4

File No. 333-209527

Dear Ms. Livingston:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Franklin Financial Network, Inc. (the “Company”) hereby requests acceleration of the effectiveness of the Company’s Registration Statement on Form S-4, file number 333-209527, for March 2, 2018 at 10 a.m. Eastern Time, or as soon as practicable thereafter.

This letter will confirm that the Company acknowledges that:


  should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;


  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and


  the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.


Very truly yours,



By: /s/ Sarah Meyerrose
Name: Sarah Meyerrose
Title: Chief Financial Officer