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Sec Form 4 Filing - Flynn Thomas R. @ CapStar Financial Holdings Inc. - 2017-09-26

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Flynn Thomas R.
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)
(Last)
(First)
(Middle)
1201 DEMONBREUN STREET, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
09/26/2017
(Street)
NASHVILLE, TN37203
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Common Stock 09/26/2017 X 5,000 A $ 10 5,000 D
Common Stock 09/26/2017 X 15,000 A $ 10 15,000 I Bill R. & Katherine Flynn ( 2 )
Common Stock 09/26/2017 X 5,000 A $ 10 5,000 I Timothy Flynn ( 2 )
Common Stock ( 1 ) 894 D
Common Stock ( 3 ) 459 D
Common Stock ( 4 ) 942 D
Common Stock 99,886 D
Common Stock 286,350 I Bill R. & Katherine Flynn ( 2 )
Common Stock 95,450 I Timothy Flynn ( 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 09/26/2017 X 5,000 07/14/2008 07/14/2018 Common Stock 5,000 $ 0 0 D
Warrants (right to buy) $ 10 09/26/2017 X 15,000 07/14/2008 07/14/2018 Common Stock 15,000 $ 0 0 I Bill R. & Katherine Flynn ( 2 )
Warrants (right to buy) $ 10 09/26/2017 X 5,000 07/14/2008 07/14/2018 Common Stock 5,000 $ 0 0 I Timothy Flynn ( 2 )
Option (right to buy) $ 10 ( 5 ) 11/13/2018 Common Stock 6,000 6,000 D
Option (right to buy) $ 10 ( 6 ) 01/20/2020 Common Stock 6,000 6,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flynn Thomas R.
1201 DEMONBREUN STREET, SUITE 700
NASHVILLE, TN37203
X
Signatures
/s/ Rob Anderson, as Attorney-in-Fact for Thomas R. Flynn 09/28/2017
** Signature of Reporting Person Date
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 February 28, 2017 grant date.
( 2 )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.
( 3 )The reported item represents the unvested portion of an award of restricted stock on February 27, 2015. The remaining 459 shares of restricted stock under this award vest on the third anniversary of the grant date, or February 27, 2018.
( 4 )The reported item represents an award of restricted stock which vests in three equal installments beginning on the first anniversary of the March 3, 2016, grant date.
( 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.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.