SEC FORM 4

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^*

Smith Stephen Buford

(Last)

(First)

(Middle)

1201 DEMONBREUN STREET, SUITE 700

(Street)

NASHVILLE

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)
11/01/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	11/01/2018		X		3,000	A	$10	39,550	D
Common Stock⁽¹⁾	11/01/2018		X		1,250	A	$10	40,800	D
Common Stock⁽¹⁾	11/01/2018		F		2,876	D	$14.78	37,924	D
Common Stock⁽²⁾								732	D
Common Stock⁽³⁾								397	D
Common Stock⁽⁴⁾								390	D
Common Stock								3,000	I	Matthew Carlton Smith Family Trust
Common Stock								3,000	I	Stephen B. Smith Jr. Family Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (right to buy)	$10	11/01/2018		X			3,000	⁽⁵⁾	01/20/2020	Common Stock	3,000	$0.00	0	D
Options (right to buy)	$10	11/01/2018		X			1,250	⁽⁶⁾	08/23/2021	Common Stock	1,250	$0.00	0	D

Explanation of Responses:

1. The reported item represents shares that were acquired pursuant to the exercise of options on November 1, 2018 pursuant to a 10b5-1 trading plan. Of the 4,250 total shares acquired, the issuer withheld 2,876 shares to pay the purchase price for the options resulting in the issuance of 1,374 shares. Following these reported transactions the reporting person directly owns 37,924 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 stock on February 28, 2017. As of the date of this report 198 shares have vested. The remaining 397 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.

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, 779 shares have vested. The remaining 390 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 January 20, 2010, grant date.

6. These options vested in four equal annual installments beginning one year after the August 23, 2011, grant date.

Remarks:

	/s/ Rob Anderson, as Attorney-in-Fact for Stephen B. Smith	11/05/2018
	** 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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