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

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 ( 1 ) 03/06/2018 A 936 A $ 0 936 D Common Stock ( 2 ) 09/26/2017 X 6,000 A $ 10 6,000 D Common Stock ( 2 ) 09/26/2017 X 6,000 A $ 10 6,000 D Common Stock 15,000 I Bill R. & Katherine Flynn ( 4 ) Common Stock 5,000 I Timothy Flynn ( 4 ) Common Stock ( 3 ) 596 D Common Stock ( 5 ) 471 D Common Stock 106,114 D Common Stock 286,350 I Bill R. & Katherine Flynn ( 4 ) Common Stock 95,450 I Timothy Flynn ( 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 (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 Option (right to buy) ( 2 ) $ 10 09/26/2017 X 6,000 ( 6 ) 11/13/2018 Common Stock 6,000 $ 0 0 D Option (right to buy) ( 2 ) $ 10 09/26/2017 X 6,000 ( 7 ) 01/20/2020 Common Stock 6,000 $ 0 0 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 03/08/2018 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 March 6, 2018 grant date. ( 2 )This item reflects the exercise of in-the-money options with respect to an aggregate of 12,000 shares of common stock on September 26, 2017, which were inadvertently omitted due to an administrative error. ( 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, 298 shares have vested. The remaining 596 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 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. ( 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, 942 shares have vested. The remaining 471 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 November 13, 2008, grant date. ( 7 )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).

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