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
                                                                                  
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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 *

Frist Julie D. 		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)

10/5/2017
(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) 11/6/2017     X    2000   A $10.00   211821   D    
Common Stock   (1) 11/6/2017     S    2000   D $19.50   209821   D    
Common Stock   (2)                797   D    
Common Stock   (4)                475   D    
Common Stock   (5)                946   D    
Common Stock                  206809   I   Charles A. and Patricia F. Elcan   (3)
Common Stock                  206809   I   William R. and Jennifer R. Frist   (3)

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
Option (right to buy)   $10.00   11/6/2017     X         2000      (6) 11/13/2018   Common Stock   2000   $0.00   2000   (8) D    
Option (right to buy)   $10.00                      (7) 1/20/2020   Common Stock   6000     6000   D    
Warrants (right to buy)   $10.00                    7/14/2008   7/14/2018   Common Stock   20833     20833   D    
Warrants (right to buy)   $10.00                    7/14/2008   7/14/2018   Common Stock   10834     10834   I   Charles A. and Patricia F. Elcan   (3)
Warrants (right to buy)   $10.00                    7/14/2008   7/14/2018   Common Stock   10833     10833   I   William R. and Jennifer R. Frist   (3)

Explanation of Responses:
(1)  The reported item represents shares that were acquired pursuant to the exercise of options on November 6, 2017 and that were subsequently sold on November 6, 2017 pursuant to a Rule 10b5-1 trading plan. The shares were sold in multiple transactions at prices ranging from $19.46 to $19.60. The price reported above reflects the weighted-average sale price. The reporting person hereby undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the sales were effected. Following these reported transactions, the reporting person directly owns 209,821 shares of common stock.
(2)  The reported item represents an award of restricted common stock which vests in three equal installments beginning on the first anniversary of the February 28, 2017 grant date.
(3)  The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Charles A. Elcan and Patricia F. Elcan and William R. Frist and Jennifer R. Frist are the brothers-in-law and sisters-in-law of the reporting person.
(4)  The reported item represents the unvested portion of an award of restricted common stock on February 27, 2015. The remaining 475 shares of restricted common stock under this award vest on the third anniversary of the grant date, or February 27, 2018.
(5)  The reported item represents an award of restricted common stock which vests in three equal installments beginning on the first anniversary of the March 3, 2016 grant date. The remaining 946 shares of restricted common stock under this award vest on the second and third anniversaries of the March 3, 2016 grant date, or March 3, 2018 and March 3, 2019, respectively.
(6)  These options vested in four equal annual installments beginning one year after the November 13, 2008 grant date.
(7)  These options vested in four equal annual installments beginning one year after the January 20, 2010 grant date.
(8)  This item also reflects the exercise of "in-the-money" options with respect to 2,000 shares of common stock on October 5, 2017 which were inadvertently omitted due to an administrative error. The 2,000 shares of common stock that were the subject of the exercised options were thereafter sold on October 5, 2017 as previously reported.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Frist Julie D.
1201 DEMONBREUN STREET, SUITE 700
NASHVILLE, TN 37203 		X



Signatures
/s/ Rob Anderson, as Attorney-in-Fact for Julie D. Frist 11/8/2017
** 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.
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