FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

POLLEY DALE W

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/21/2016 

3. Issuer Name and Ticker or Trading Symbol

CapStar Financial Holdings, Inc. [CSTR]

(Last)        (First)        (Middle)

201 4TH AVENUE NORTH, SUITE 950

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NASHVILLE, TN 37219       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   2717   D    
Common Stock   25000   I   Equity Trust Co DBA Sterling Trust Cust FBO Dale Polley IRA  
Restricted Stock   (1) 388   D    
Restricted Stock   (2) 967   D    
Restricted Stock   (3) 1525   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The reported item represents the unvested portion of an award of restricted stock on February 27, 2014. The balance of this award vests on the third anniversary of the grant date, or February 27, 2017.
( 2)  The reported item represents the unvested portion of an award of restricted stock on February 27, 2015. 483 shares of restricted stotck under this award vest on the second anniversary of the grant date, or February 27, 2017, and the remaining 484 shares of restricted stotck under this award vest on the second anniversary of the grant date, or February 27, 2018.
( 3)  The reported item vests in three equal installments beginning on the first anniversary of the March 3, 2016, grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
POLLEY DALE W
201 4TH AVENUE NORTH, SUITE 950
NASHVILLE, TN 37219
X



Signatures
/s/ Dale W. Polley 9/21/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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