James S. Jr. Turner Form 4 CapStar Financial / James S. Jr. Turner 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^*

Turner James S. Jr.

(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)
03/06/2018

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)	03/06/2018		A		1,010	A	$0.00	1,010	D
Common Stock								252,615	D
Common Stock(2)								611	D
Common Stock(4)								519	D
Common Stock								117,007	I	James S. Turner(3)
Common Stock								117,007	I	Judith P. Turner(3)
Common Stock								75,643	I	Family Private Trust LLC TTEE The Katherine Rose Turner 1997 Grandchilds Trust(3)
Common Stock								75,643	I	Family Private Trust LLC TTEE The James Stephen Turner III 2000 Grandchilds Trust(3)

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							07/14/2008	07/14/2018	Common Stock	10,500		10,500	D
Warrants (right to buy)	$10							07/14/2008	07/14/2018	Common Stock	10,000		10,000	I	James S. Turner(3)
Warrants (right to buy)	$10							07/14/2008	07/14/2018	Common Stock	10,000		10,000	I	Judith P. Turner(3)
Option (right to buy)	$10							(5)	11/13/2018	Common Stock	7,000		7,000	D
Option (right to buy)	$10							(6)	01/20/2020	Common Stock	6,000		6,000	D

Explanation of Responses:

1. The reported item represents an award of restricted stock which vests in three approximately 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 stock on February 28, 2017. As of the date of this report 305 shares have vested. The remaining 611 shares of restricted stock under this award vest in equal installments on the second and third anniversaries of the grant date, or February 28, 2019 and February 28, 2020, respectively.

3. The reporting person disclaims beneficial ownership of these securities except to the extent of his 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.

4. 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, 1,037 shares have vested. The remaining 519 shares of restricted common stock under this award vest on the third anniversary of the March 3, 2016 grant date, or March 3, 2019.

5. These options vested in four equal annual installments beginning one year after the November 13, 2008, grant date.

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 James S. Turner, Jr.	03/08/2018
	** 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).
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