FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

BOTTORFF DENNIS 		2. Issuer Name and Ticker or Trading Symbol

CapStar Financial Holdings, Inc. [ CSTR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

1201 DEMONBREUN STREET, SUITE 700 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/12/2017
(Street)

NASHVILLE, TN 37203
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   (1) 5/12/2017     J    64190   A $17.35   64190   D    
Common Stock   (2)                327   D    
Common Stock   (3)                59478   D    
Common Stock                  70267   I   Dennis C. Bottorff Family 2016 CapStar GRAT  
Common Stock   (4)                242   D    
Common Stock   (5)                487   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants   $10.00                    7/14/2008   7/14/2018   Common Stock   20000     20000   D   (6)  
Option (right to buy)   $10.00                      (7) 11/13/2018   Common Stock   12000     12000   D    
Option (right to buy)   $10.00                      (8) 1/20/2020   Common Stock   6000     6000   D    

Explanation of Responses:
(1)  In accordance with the provisions of the Dennis C. Bottorff Family 2015 CapStar GRAT (the "2015 GRAT"), the reporting person elected to substitute certain assets for 64,190 shares of common stock of CapStar Financial Holdings, Inc. ("Common Stock") which the reporting person previously owned indirectly as the trustee of the 2015 GRAT (the "Substitution"). The Substitution resulted in a reduction of shares of Common Stock owned indirectly in the 2015 GRAT and a corresponding increase in shares of Common Stock owned directly by the reporting person. The Substitution may be deemed to be a purchase. The purchase price reflects the closing price of the shares of Common Stock on the business day immediately preceding the transaction date, which price was used for valuing the shares of Common Stock that were the subject of the Substitution.
(2)  The reported item represents an award of restricted stock which vests in three equal installments beginning on the first anniversary of the February 28, 2017 grant date.
(3)  The total number of shares of Common Stock reported as directly owned includes 56,872 shares previously reported as indirectly owned through the 2015 GRAT that were distributed to the reporting person at the same time as the Substitution in accordance with the annuity provisions of the 2015 GRAT (the "Annuity Distribution"). The Annuity Distribution only resulted in a change in the form of beneficial ownership and is exempt from Section 16 under Rule 16a-13. As a result of the Substitution and the Annuity Distribution, the 2015 GRAT no longer holds any shares of Common Stock.
(4)  The reported item represents the unvested portion of an award of restricted stock on February 27, 2015. The remaining 242 shares of restricted stock under this award vest on the third anniversary of the grant date, or February 27, 2018.
(5)  The reported item represents the unvested portion of an award of restricted stock on March 3, 2016. 243 shares of restricted stock under this award vest on the second anniversary of the grant date, or March 3, 2018, and the remaining 244 shares of restricted stock under this award vest on the third anniversary of the grant date, or March 3, 2019.
(6)  The reported item was previously held indirectly by the reporting person through the 2015 GRAT but was transferred to the reporting person as part of the Annuity Distribution. As reported in footnote 3, above, the Annuity Distribution only resulted in a change in the form of beneficial ownership and is exempt from Section 16 under Rule 16a-13.
(7)  These options vested in four equal annual installments beginning one year after the November 13, 2008 grant date.
(8)  These options vested in four equal annual installments beginning one year after the January 20, 2010 grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BOTTORFF DENNIS
1201 DEMONBREUN STREET, SUITE 700
NASHVILLE, TN 37203 		X



Signatures
/s/ Rob Anderson, as Attorney-in-Fact for Dennis C. Bottorff 5/15/2017
** 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 4(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.
CapStar Financial (NASDAQ:CSTR)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more CapStar Financial Charts.
CapStar Financial (NASDAQ:CSTR)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more CapStar Financial Charts.