Capital Z Partners III GP 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)
10/21/2016

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	10/21/2016		S		1,989,402	D	$8.93	3,528,286	I	See footnote(1)(2)(3)
Common Stock	10/21/2016		S		10,598	D	$8.93	18,805	I	See footnote(1)(3)(4)
Common Stock								28,970	I	See footnote(3)(4)(5)
Common Stock								4,000,000	I	See footnote(6)
Common Stock								29,919	I	See footnote(7)

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

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 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)

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)

Explanation of Responses:

1. Disposition transactions made pursuant to a privately-negotiated repurchase agreement, which transactions are scheduled to close on or before October 28, 2016.

2. Represents securities held directly by Capital Z Financial Services Fund II, L.P. ("Capital Z Fund").

3. The sole general partner of Capital Z Fund and Capital Z Financial Services Private Fund II, L.P. ("Capital Z Private Fund") is Capital Z Partners, L.P. ("Capital Z GP LP"), whose sole general partner is Capital Z Partners, Ltd. ("Capital Z GP LTD"). Capital Z Partners Management, LLC ("CZPM") performs investment management services for Capital Z Fund and Capital Z Private Fund. By reason of the provisions of Rule 16a-1 of the Exchange Act, Capital Z GP LP, Capital Z GP LTD and CZPM may be deemed to be the beneficial owners of the securities held by Capital Z Fund and Capital Z Private Fund, but each individual entity described above disclaims beneficial ownership of securities held by any other entity except to the extent of any indirect pecuniary interest therein.

4. Represents securities held directly by Capital Z Private Fund.

5. Represents securities held directly by CZPM.

6. Represents securities held directly by Capital Z Partners III, L.P. ("Capital Z III Fund"). The sole general partner of Capital Z III Fund is Capital Z Partners III GP, L.P. ("Capital Z III GP LP"), whose sole general partner is Capital Z Partners III GP, Ltd. ("Capital Z III GP LTD"). CZPM performs investment management services for Capital Z III Fund. By reason of the provisions of Rule 16a-1 of the Exchange Act, Capital Z III GP LP, Capital Z III LP LTD and CZPM may be deemed to be the beneficial owners of the securities held by Capital Z III Fund, but each individual entity described above disclaims beneficial ownership of securities held by any other entity except to the extent of any indirect pecuniary interest therein.

7. Directly owned by Bradley E. Cooper. Bradley E. Cooper is a limited partner of both Capital Z III GP LP and Capital Z GP LP, and he is an officer and co-owner of CZPM. Mr. Cooper disclaims beneficial ownership of securities beneficially owned by them, except to the extent of any pecuniary interest therein.

	/s/ Craig Fisher, Authorized Signatory for Capital Z Partners III GP, Ltd.	10/25/2016
	/s/ Craig Fisher, Authorized Signatory for Capital Z Partners Management, LLC	10/25/2016
	/s/ Craig Fisher, Authorized Signatory for Capital Z Partners III, L.P	10/25/2016
	/s/ Craig Fisher, Authorized Signatory for Capital Z Financial Services Private Fund II, L.P.	10/25/2016
	/s/ Craig Fisher, Authorized Signatory for Capital Z Financial Services Fund II, L.P.	10/25/2016
	/s/ Craig Fisher, Authorized Signatory for Capital Z Partners, L.P.	10/25/2016
	/s/ Craig Fisher, Authorized Signatory for Capital Z Partners, Ltd.	10/25/2016
	/s/ Bradley E. Cooper	10/25/2016
	/s/ Craig Fisher, Authorized Signatory for Capital Z Partners III GP, L.P.	10/25/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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