Capital Z Financial Services Fund Ii Form 4 NewStar Financial / BRADLEY E COOPER ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Capital Z Partners III GP, Ltd.

(Last) (First) (Middle)

142 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NewStar Financial, Inc. [ NEWS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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								4,000,000	I(1)(3)	See Footnotes(1)(3)
Common Stock	04/26/2016		X		5,000	A	$2.2	5,577,168	I(2)(3)	See Footnotes(2)(3)
Common Stock	04/26/2016		F		1,107	D	$9.94	5,576,061	I(2)(3)	See Footnotes(2)(3)
Common Stock								29,919	D(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Stock Option (right to buy)	$2.2	04/26/2016		X			5,000	(5)	05/13/2016	Common Stock	5,000	$0	0	I(2)(3)	See Footnotes(2)(3)

1. Name and Address of Reporting Person^*

Capital Z Partners III GP, Ltd.

(Last) (First) (Middle)

142 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Capital Z Partners Management, LLC

(Last) (First) (Middle)

142 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Capital Z Partners III, L.P.

(Last) (First) (Middle)

142 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Capital Z Partners III GP, L.P.

(Last) (First) (Middle)

142 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P.

(Last) (First) (Middle)

142 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CAPITAL Z FINANCIAL SERVICES FUND II LP

(Last) (First) (Middle)

142 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CAPITAL Z PARTNERS LP

(Last) (First) (Middle)

142 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CAPITAL Z PARTNERS LTD

(Last) (First) (Middle)

142 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COOPER BRADLEY E

(Last) (First) (Middle)

142 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. See Footnote 1 in Exhibit 99.1.

2. See Footnote 2 in Exhibit 99.1.

3. See Footnote 3 in Exhibit 99.1.

4. See Footnote 4 in Exhibit 99.1.

5. The options became fully vested and exercisable as of May 13, 2012.

Remarks:

See Exhibit 99.1 - Footnotes incorporated herein by reference. Capital Z Partners III GP, Ltd. is the designated filer for all the reporting persons on this Form 4.

	/s/ Craig Fisher, Authorized Signatory for Capital Z Partners III GP, Ltd.	04/28/2016
	/s/ Craig Fisher, Authorized Signatory for Capital Z Partners Management, LLC	04/28/2016
	/s/ Craig Fisher, Authorized Signatory for Capital Z Partners III, L.P.	04/28/2016
	/s Craig Fisher, Authorized Signatory for Capital Z Partners III GP, L.P.	04/28/2016
	/s/ Craig Fisher, Authorized Signatory for Capital Z Financial Services Private Fund II, L.P.	04/28/2016
	/s/ Craig Fisher, Authorized Signatory for Capital Z Financial Services Fund II, L.P.	04/28/2016
	/s/ Craig Fisher, Authorized Signatory for Capital Z Partners, L.P.	04/28/2016
	/s/ Craig Fisher, Authorized Signatory for Capital Z Partners, Ltd.	04/28/2016
	/s/ Bradley E. Cooper	04/28/2016
	** Signature of Reporting Person	Date
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