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 *

Anderson Robert B.
2. Issuer Name and Ticker or Trading Symbol

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

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

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

12/19/2017
(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) 12/19/2017     A    15000   A $0.00   15000   D    
Common Stock   (2)                15000   D    
Common Stock   (3)                3312   D    
Common Stock   (4)                1978   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
Options (right to buy)   $12.27                      (5) 12/20/2022   Common Stock   50000     50000   D    
Options (right to buy)   $11.41                      (6) 2/27/2025   Common Stock   30000     30000   D    

Explanation of Responses:
(1)  The reported item represents an award of restricted common stock which vests in three equal installments beginning on the first anniversary of the December 19, 2017 grant date.
(2)  The reported item represents the unvested portion of an award of restricted stock granted on February 27, 2015. The 15,000 shares of restricted common stock under this award vest in full on the third anniversary of the grant date, or February 27, 2018.
(3)  The reported item represents the unvested portion of an award of restricted stock granted on March 2, 2016. The remaining 3,312 shares of restricted common stock under this award vest in equal installments on the second and third anniversaries of the grant date, or March 2, 2018 and March 2, 2019, respectively.
(4)  The reported item includes the unvested portion of an award of 100 shares of restricted stock granted on September 1, 2016. As of the date of this report, 33 shares have vested. The remaining shares of restricted common stock under this award vest on the second and third anniversaries of the grant date, or September 1, 2018 and September 1, 2019, respectively.
(5)  These options vested in four equal annual installments beginning on the first anniversary of the December 10, 2012 grant date.
(6)  These options vest in four equal annual installments beginning on the first anniversary of the February 27, 2015 grant date. As of the date of this report, 15,000 options have vested. The remaining 15,000 options vest on the third and fourth anniversaries of the grant date, or February 27, 2018 and February 27, 2019, respectively.

Remarks:
Chief Financial Officer and Chief Administrative Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Anderson Robert B.
1201 DEMONBREUN STREET, SUITE 700
NASHVILLE, TN 37203


See Remarks

Signatures
/s/ Robert B. Anderson 1/8/2018
** 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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