3925065

Board of Governors of the Federal Reserve System

FRY-6 0MB Number 7100-0297 Approval expires September 30, 2018 Page 1 ot 2

Annual Report of Holding Companies-FR Y-6

Report at the close of business as of the end of fiscal year

This Report is required by law: Section 5(c)(1)(A) of the Bank Holding Company Act (12 U.S.C. § 1844 (c)(1)(A)); Section B(a) of the International Banking Act (12 U.S.C. § 3106(a)); Sections 11(a){1), 25 and 25A of the Federal Reserve Act (12 U.S.C. §§ 248(a)(1), 602, and 611a); Section 211 .13(c) of Regulation K (12 C.F.R. § 211.13(c)); and Section 225.5{b) of Regulation Y (12 C.F.R. § 225.5(b)} and section 10(c)(2)(H) of the Home Owners' Loan Act. Return to the appropriate Federal Reserve Bank the original and the number of copies specified.

NOTE: The Annual Report of Holding Companies must be signed by one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event that the top-tier holding company does not have an individual who is a senior official and is also a director, the chair­man of the board must sign the report.

1, Andrew L. May Name of the Holding Company Director and Official

Truxton Corporation Title ot the Holding Company Oiredor and Official

attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been pre­pared in conformance with the Instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief.

With respect to information regarding individuals contained in this report, the Reporter certifies that it has the authority to provide this information to the Federal Reserve. The Reporter also certifies that it has the authority, on behalf of each individual, to consent or object to public release of information regarding that individual. The Federal Reserve may assume, in the absence of a request for confidential treatment submitted in accordance with the Board's "Rules Regarding Availability of Information,• 12 C.F.R. Part 261, that the orter aru:J. individual consent to public release of all details i po concerning that individual.

Dale ot Signature

For holding companies lJ.Q1 registered with the SEC-Indicate status of Annual Report to Shareholders:

[El Is Included with the FR Y-8 report

D will be sent under separate cover

D is not prepared

For Federal Reserve Bank Use Only

RSSDID C.I.

This report form is to be filed by all top-tier bank holding compa­nies and top-tier savings and loan holding companies organized under U.S. law, and by any foreign banking organization that does not meet the requirements of and is not treated as a qualify­ing foreign banking organization under Section 211 .23 of Regulation K (12 C.F.R. § 211.23). (See page one of the general instructions for more detail of who must file.) The Federal Reserve may not conduct or sponsor, and an organization (or a person) is not required to respond to, an information collection unless it displays a currently valid 0MB control number.

Date of Report (top-tier holding company's fiscal year-end):

March 08, 2017 Month I Day I Year

N/A Reporter's Legal Entlty Identifier (LEI) (20-Character LEI Code)

Reporter's Name, Street, and Malling Address Truxton Corporation Legal Title of Holding Company

4525 Harding Road Suite 300 (MalUng Address of the Holding Company) Street/ P.O. Box

Nashville TN 37205 -------City State Zip Code

Physical Location (if different from mailing address)

Person to whom questions about this report should be directed: Julie Marr Chief Treasury Officer Name

615-515-1716 Area Code / Phone Number/ Extension

615-515-1717 Area Code / FAX Number

julie.marr@truxtontrust.com E-mail Address

www.truxtontrust.com

1itle

Address (URL) for the Holding Company's web page

Does the reporter request confidential treatment for any portion of this submission?

0 Yes Please identify the report items to which this request applies:

[8) No

O In accordance with the instructions on pages GEN-2 and 3, a letter Justifying the request Is being provided.

O The information for which confidential treatment Is sought is being submitted separately labeled "Confidential."

Public reporting burden for this lntonnation eolfeetion Is esUmated lo vary from 1.3 to 101 hours per response, with an average ot 5.25 hou~ per response. lnduding Ume to galher and maintain data In the required fonn and to review lnstruciions and complete the intonnaUon c:olleetion. Send comments regarding this burden esUmate ot any other asped of this c:ollecUon of intonnaUon, lnduding suggetUona for reducing this burden to: Secntaty, Board ot GovemOIS ot the Federal Reseive System, 20th and C Slteats, NW. Washington. DC 20551, and to the Office ot Management and Budget, Paperwo,1c Reduction Project (7100-0297), W8shlngton, DC 20503.

12/2015

Report Item

Nashville, Tennessee

State of Incorporation - Tennessee

Fiscal Year Ending December 31, 2016

1 The bank holding company prepares an annual report for its securities holders.

Two copies are enclosed.

2 Organizational Chart

100%

iTruxton iTrust ComRany

100%

Results: A list of br.anches for your holding company: TRUXTON CORPORATION {3925065) of NASHV1Ll£, TN.

The data are as of 12/31/2016. Data reflects Information that was received and processed through 01/10/2017.

Rccondllatlon and Verification Steps 1. In the Data Action column of each brand, row, enter one or more of the actions specified below 2. If required, enter the date in the Effective Date column

&!i2ru 01(: tfthe branch information Is correct, enter 'OK' in the Dita Action column.

Change: If the branch information is incorrect or incomplete, revise the data, enter 'Change' in the Data Action column and the date when this information first became valid in the Effective Date column.

Oose: If a br.anch listed was sold or dosed, enter 'Close' in the Data Action column and the sale or dosure date in the Effective Date column.

Delete: If a branch listed was never owned by this depository Institution, enter 'Delete' in the Data Action column.

Add: If a reportable branch Is missing, Insert a row, add the branch data, and enter 'Add' in the Data Action column and the opening or acquisition date in the Effective Date column.

If printing this list, you may need to adjust your page setup in MS Excel. Trv using landscape orientation, page scali ng. and/or legal sized paper.

Submission Procedure

When you are finished, send a saved copy to your FRB contact. See the detailed Instructions on this site for more Information.

If you are e-mailing this to your FRB contact, put vour Institution name, city and state in the subject line of the e-mail.

Note:

To satisfy the FR Y· lO reporting requirements, you must also submit FR Y·lO Domestic Branch Schedules for each branch with a Data Action of Change, Close, Delete, or Add.

The FR Y·lO report may be submitted in a hardcopy format or via the FR V-10 Online application . https://ylOonline.fedeulreserve.~ov.

• FDIC UNINUM, Office Number, and IO_RSSD columns are for reference only. Verification of these values is not required.

O.ta Action Effective Date Branch Service T Branch ID Rsso• Po ular Name Street Address

Ok Full Service Head Office 3290240 TRUXTON TRUST COMPANY 4525 HARDING ROAD SUITE 300

Coun Coun FOC UNINUM• Office Number• Head Office Head Office ID RSso• Comments

DAVIDSON UNITED STATES 426769 TRUXTON TRUST COMPANY 3290240

Form FR Y-6

Truxton Corportation

Fiscal Year Ending December 31, 2016

Report Item 3: Securities holders

(l)(a)(b)(c) and (2)(a)(b)(c)

Current securities holders with ownership, control or holdings of 5% or Securities holders not listed in 3{1)(a) through 3(1)(c) that had ownership,

more with power to vote as of fiscal year ending 12-31-2016 control or holdings of 5% or more with power to vote during the fiscal year

ending 12/31/2016

(l)(a) (1)(b) (l)(c) (2)(a) (2)(b) (2)(c)

Name, Country of Citizenship Number and Percentage Name, Country of Citizenship Number and Percentage

City, State, Country or Incorporation of Each Class of Voting City, State, Country or Incorporation of Each Class of Voting

Securities Securities

None None None

(All USA) (All Common Stock)

Form FR Y-6

Truxton Corporation

Fiscal Year Ending December 31, 2016

Report Item 4: Insiders

(1). (2). (3)(a)(b)(c), and (4)(a)(b)(c)

(4)(c)

List names of other

companies (includes

partnerships)

(2) (3)(b) (3)(b) (4)(b) if 25% or more of

(1) Principal (3)(a) Title & Position Title & Position (4)(a) Percentage of Voting voting securities

Name, Occupation if other Title & Position with Subsidiaries with Other Businesses Percentage of Voting shares with Subsidiaries are held (List names of

City, State, than with Bank with Bank Holding (include names (include names of Shares in Bank (include names of companies and percentage

Country Holding Company Company of subsidiaries) other businesses) Holding Company subsidiaries) of voting securities held)

William F. Blaufuss Jr Director N/A N/A 12,050 - 0.42% None None

Nashville TN Retired, Accountant, Partner KPMG LLP Common Stock

Unitied States

David Brewster Dobie CEO, Dobie Media, former publisher of Director N/A CEO, Dobie Media

200 - 0.01% None None

Nashville TN Nashville Scene Common Stock

Unitied States

Stanley M. Ezell Director N/A N/A 2,500 - 0.09% Common None None

Nashville TN Retired; President Purity Dairies, Inc. Stock

Unitied States

6,000 - 0.63% Common

Decosta E. Jenkins Director N/A President & CEO, Stock None None

Nashville TN President & CEO, Nashville Electric Service Nashville Electric Service

Unitied States

Matthew A. King Director N/A Managing Partner, FCA 17,000 - 0.64% None None

Brentwood TN Managing Partner, FCA Venture Partners Venture Partners Common Stock

Unitied States

Gustavus A Puryear IV General Counsel and Senior Vice President, Director N/A General Counsel and 4,100- 0.15% Common None None

Nashville TN Human Resources, Asurion Senior Vice President, Stock

Unitied States

Christopher C. Whitson Director N/A Attorney; Partner 3,938 - 0.15% Common None None

Nashville TN Attorney; Partner Sherrard & Roe, PLC Sherrard & Roe, PLC Stock

Unitied States

Deborah A. McDermott

Nashville TN SVP & Chief Operating Media N/A None

Director Media General, Inc None None

Unitied States

Jeffrey Buntin Jr. President & CEO, The 2,888 - 0.11%

Nashville TN CEO & President, The Buntin Group Director N/A Buntin Group Common Stock None None

Unitied States

V. Larkin Martin The Albemarle Corporation Director N/A Vice President None None None

Courtland AL

Unitied States

Director & President Chairman & Chief 116,577- 4.40%

Thomas S. Stumb N/A &CEO Executive Officer N/A None None

Nashville TN (Truxton Trust Co) Common Stock

Unitied States

J. Overton Colton N/A Secretary Managing Director 8 N/A 88,055 - 3.32% None None

Nashville TN (Truxton Trust Co) Common Stock

Unitied States

Derrick A. Jones N/A N/A Managing Director N/A 86,502 - 3.27% None None

Primm Springs TN (Truxton Trust Co) Common Stock

Unitied States

Thomas R. Snyder N/A N/A Managing Director 84,525- 3.19% Common None None

Nashville TN (Truxton Trust Co) N/A Stock

Unitied States

President & Chief 64,836 - 2.45%

Andrew L May N/A N/A Financial Officer Common Stock None None

Nashville TN (Truxton Trust Co) N/A

Unitied States

Julie M. Marr N/A N/A SVP & Controller 11,325 0.43% Common None None

Gallatin TN (Truxton Trust Co) N/ A Stock

United States