Sec Form 4 Filing - Corsair Capital LLC @ CapStar Financial Holdings, Inc. - 2017-12-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Corsair Capital LLC 2. Issuer Name and Ticker or Trading Symbol CapStar Financial Holdings, Inc. [ CSTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 717 FIFTH AVENUE, 24TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 12/20/2017 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Non-Voting Common Stock 12/20/2017 X 238,267 ( 3 ) A $ 10.25 238,267 ( 3 ) I See Note ( 1 ) Non-Voting Common Stock 12/20/2017 S( 3 ) 111,927 D $ 21.82 126,340 I See Note ( 1 ) Non-Voting Common Stock 12/20/2017 X 11,733 ( 4 ) A $ 10.25 11,733 ( 4 ) I See Note ( 2 ) Non-Voting Common Stock 12/20/2017 S( 4 ) 5,512 D $ 21.82 6,221 I See Note ( 2 ) Common Stock 507,748 I See Note ( 1 ) Common Stock 25,004 I See Note ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 10.25 12/20/2017 X 238,267 07/14/2008 07/14/2018 Non-Voting Common Stock 238,267 $ 0 0 I See Note ( 1 ) Warrants (Right to Buy) $ 10.25 12/20/2017 X 11,733 07/14/2008 07/14/2018 Non-Voting Common Stock 11,733 $ 0 0 I See Note ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Corsair Capital LLC 717 FIFTH AVENUE, 24TH FLOOR NEW YORK, NY10022 X CORSAIR III FINANCIAL SERVICES OFFSHORE 892 PARTNERS L P 309GT UGLAND HOUSE SOUTH CHURCH ST GEORGE TOWN GRAND CAY CAY ISL, E900000 X Corsair III Financial Services Capital Partners, L.P. 717 FIFTH AVENUE, 24TH FLOOR NEW YORK, NY10022 X Signatures Corsair Capital LLC, By: /s/ Ignacio Jayanti, its Managing Partner 12/21/2017 Signature of Reporting Person Date Corsair III Financial Services Capital Partners, L.P., By: Corsair III Management L.P., its General Partner, by: Corsair Capital LLC, its general Partner, By: /s/ Ignacio Jayanti, its Managing Partner 12/21/2017 Signature of Reporting Person Date Corsair III Financial Services Offshore 892 Partners, L.P., By: Corsair III Management L.P., its General Partner, by: Corsair Capital LLC, its general Partner, By: /s/ Ignacio Jayanti, its Managing Partner 12/21/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents securities held directly by Corsair III Financial Services Capital Partners, L.P. Corsair Capital LLC is the general partner of Corsair III Management L.P., which is the general partner of Corsair III Financial Services Capital Partners, L.P., and may be deemed to beneficially own the securities directly owned by Corsair III Financial Services Capital Partners, L.P., although each of Corsair Capital LLC and Corsair III Financial Services Offshore 892 Partners, L.P. disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein. ( 2 )Represents securities held directly by Corsair III Financial Services Offshore 892 Partners, L.P. Corsair Capital LLC is the general partner of Corsair III Management L.P., which is the general partner of Corsair III Financial Services Offshore 892 Partners, L.P., and may be deemed to beneficially own the securities directly owned by Corsair III Financial Services Offshore 892 Partners, L.P., although each of Corsair Capital LLC and Corsair III Financial Services Capital Partners, L.P. disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein. ( 3 )On December 20, 2017, the reporting person exercised warrants to purchase 238,267 shares of common stock of the issuer for $10.25 a share. The reporting person paid the exercise price and related taxes on a cashless basis by having the issuer withhold 111,927 shares of issuer common stock. Accordingly, the issuer issued the remaining 126,340 shares of issuer common stock to the reporting person. ( 4 )On December 20, 2017, the reporting person exercised warrants to purchase 11,733 shares of common stock of the issuer for $10.25 a share. The reporting person paid the exercise price and related taxes on a cashless basis by having the issuer withhold 5,512 shares of issuer common stock. Accordingly, the issuer issued the remaining 6,221 shares of issuer common stock to the reporting person.

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).

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