CapStar Financial (CSTR) Form 5 CapStar Financial / Louis A. Green III ownership change

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Green Louis A. III

(Last) (First) (Middle)

1201 DEMONBREUN STREET, SUITE 700

(Street)

NASHVILLE TN 37203

(City) (State) (Zip)

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)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

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

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. 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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	12/11/2018		G	120	D	$0.00	97,905	D
Common Stock(1)							762	D
Common Stock(2)							475	D
Common Stock(3)							375	D
Common Stock	12/11/2018		G	30	A	$0.00	30	I	Kendall Green Schell Custodian FBO Michael Schell
Common Stock	12/11/2018		G	30	A	$0.00	224	I	Miller Zatarain Green
Common Stock	12/11/2018		G	30	A	$0.00	224	I	Merrill McLean Green L A Green IV Cust
Common Stock	12/11/2018		G	30	A	$0.00	30	I	Louis Anderson Green V
Common Stock							911	I	E. Kendall Green
Common Stock							759	I	FCC Cust Helen S. Green IRA
Common Stock							574	I	Deutsche Bank Cust Helen S. Green IRA
Common Stock							1,204	I	L. Anderson Green IV
Common Stock							217	I	Morgan Stanley Cust FBO Louis Anderson Green IV Roth IRA
Common Stock							820	I	FCC Cust Louis A. Green Roth IRA
Common Stock							600	I	Louis A. Green IV
Common Stock							3,597	I	FCC Cust Helen S. Green SEP IRA
Common Stock							2,186	I	FCC Cust Louis A. Green III IRA
Common Stock							600	I	Kendall Green Schell

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported item represents an award of restricted stock which vests in three equal installments beginning on the first anniversary of the March 6, 2018 grant date.

2. The reported item represents the unvested portion of an award of restricted common stock granted on February 28, 2017. As of the date of this report, 237 shares have vested. The remaining 475 shares of restricted common stock under this award vest on the second and third anniversaries of the February 28, 2017 grant date, or February 28, 2019 and February 28, 2020, respectively.

3. The reported item represents the unvested portion of an award of restricted common stock granted on March 3, 2016. As of the date of this report, 750 shares have vested. The remaining 375 shares of restricted common stock under this award vest on the third anniversary of the March 3, 2016 grant date, or March 3, 2019.

Remarks:

	/s/ Rob Anderson, as Attorney-in-Fact for Louis A. Green III	02/14/2019
	** 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.
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