Julie D. Frist Form 4 CapStar Financial / Julie D. Frist 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^*

Frist Julie D.

(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. Date of Earliest Transaction (Month/Day/Year)
07/02/2018

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 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)	07/02/2018		X		4,033	A	$10	223,156	D
Common Stock(1)	07/02/2018		F		2,177	D	$18.53	220,979	D
Common Stock(2)								1,659	D
Common Stock(3)								532	D
Common Stock(5)								473	D
Common Stock								206,809	I	Charles A. and Patricia F. Elcan(4)
Common Stock								206,809	I	William R. and Jennifer R. Frist(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
Warrants (right to buy)	$10	07/02/2018		X			4,033	07/14/2008	07/14/2018	Common Stock	4,033	$0.00	0	D
Option (right to buy)	$10							(6)	01/20/2020	Common Stock	6,000		6,000	D
Warrants (right to buy)	$10							07/14/2008	07/14/2018	Common Stock	10,834		10,834	I	Charles A. and Patricia F. Elcan(4)
Warrants (right to buy)	$10							07/14/2008	07/14/2018	Common Stock	10,833		10,833	I	William R. and Jennifer R. Frist(4)

Explanation of Responses:

1. The reported item represents shares that were acquired pursuant to the exercise of warrants on July 2, 2018 pursuant to a Rule 10b5-1 trading plan. Of the 4,033 shares acquired, the issuer withheld 2,177 shares to pay the purchase price for the warrants resulting in the issuance of 1,856 shares. Following these reported transactions, the reporting person directly owns 220,979 shares of common stock not subject to restriction or vesting.

2. 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.

3. The reported item represents the unvested portion of an award of restricted common stock which was granted on February 28, 2017. As of the date of this report, 265 shares have vested. The remaining 532 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.

4. 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.

5. 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, 946 shares have vested. The remaining 473 shares of restricted common stock under this award vest on the third anniversary of the March 3, 2016 grant date, or March 3, 2019.

6. These options vested in four equal annual installments beginning one year after the January 20, 2010 grant date.

Remarks:

	/s/ Rob Anderson, as Attorney-in-Fact for Julie D. Frist	07/05/2018
	** Signature of Reporting Person	Date
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