EX-4.2




 Exhibit 4.2 

PINNACLE FINANCIAL PARTNERS, INC. 

Incorporated under the laws of 

the State of Tennessee 
  

					
	 CERTIFICATE NUMBER
 PNFPP[●]
	  	 6.75% FIXED-RATE NON-

CUMULATIVE PERPETUAL
 PREFERRED
STOCK, SERIES B
	  	[●]
	CUSIP 72346Q 203	  		  	SHARES

 This is to certify that Computershare Inc. and Computershare Trust Company, N.A., acting jointly as
depositary, under the Depositary Agreement, dated as of June 3, 2020, among Pinnacle Financial Partners, Inc., a Tennessee corporation (the “Corporation”), as issuer, Computershare Inc. and Computershare Trust Company, N.A., acting jointly
as depositary, and the holders from time to time of the depositary receipts described therein (the “Depositary Agreement”) are the registered owners of [●] fully paid and non-assessable shares
of 6.75% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series B, no par value per share, and having a liquidation preference of $1,000 per share, of the Corporation, transferable on the books of the
Corporation by the holder thereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Registrar for the herein described
securities. 
 IN WITNESS WHEREOF, this certificate has been executed on behalf of the Corporation by its duly authorized officers. 

Dated: June    , 2020 
  

			
	PINNACLE FINANCIAL PARTNERS, INC.
		
	By:	 	  

	Name:	 	M. Terry Turner
	Title:	 	President and Chief Executive Officer


  

			
	By:	 	  

	Name:	 	Hugh M. Queener
	Title:	 	Executive Vice President, Chief Administrative Officer and Secretary













 Countersigned and registered 

Computershare Trust Company, N.A., as Transfer Agent and Registrar 
  

			
		
	By:	 	 
		 	Authorized Officer












 (REVERSE OF CERTIFICATE) 

PINNACLE FINANCIAL PARTNERS, INC. 
 The
Corporation will furnish without charge to each shareholder who so requests the designations, relative rights, preferences and limitations of each class of stock or series thereof of the Corporation and the variations in rights, preferences and
limitations for each series. Such request should be addressed to the Corporation or the Transfer Agent. 
 The following abbreviations, when used in the
inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

							
	TEN COM -	  	as tenants in common
	TEN ENT -	  	as tenants by the entireties
	JT TEN -	  	as joint tenants with rights of survivorship and not as tenants in common
	UNIF GIFT MIN ACT -	  	  
	  	Custodian	  	  

		  	(Cust)	  		  	(Minor)
		  	Under Uniform Gift to Minors Act
		  	  

		  	 (State)


 Additional abbreviations may also be used though not in the above list. 











 For Value Received, the undersigned hereby sells, assigns and transfers shares of the Series B Preferred
Stock of Pinnacle Financial Partners, Inc. represented by the within Certificate unto 
  

	
	
	   

	   


 (Insert assignee’s social security or taxpayer identification number, if any) 

 

	
	
	   

	   

	(Insert address and zip code of assignee)

 and does hereby irrevocably appoint: 

	
	
	   

	   


 as agent to transfer the shares of Series B Preferred Stock evidenced hereby on the books of the within named Corporation. The
agent may substitute another to act for him or her. 
  

			
	Date:	 	 


			
		
	Signature:	 	

  

	
	
	   


 (Sign exactly as your name appears on the other side of this Certificate) 

Signature(s) Guarantee:
                                         
                   
 (Signature must be guaranteed by an
“eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer
Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934,
as amended.)