Sec Form 4 Filing - Tucker Claire W. @ CapStar Financial Holdings, Inc. - 2018-03-15

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 Tucker Claire W. 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 X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 1201 DEMONBREUN STREET, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2018 (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 ) 03/15/2018 X 40,000 A $ 10 115,159 D Common Stock 03/15/2018 F 25,265 D $ 19.61 89,894 D Common Stock ( 2 ) 1,013 D Common Stock 2,500 I Reece W. Tucker ( 3 ) Common Stock 25,000 I Charles H. Sr. and Ruth E. Whitfield, as joint tenants ( 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 (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 o f 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 Employee Stock Option (right to buy) $ 10 03/15/2018 X 40,000 ( 4 ) 11/13/2018 Common Stock 40,000 $ 0 105,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tucker Claire W. 1201 DEMONBREUN STREET, SUITE 700 NASHVILLE, TN37203 X See Remarks Signatures /s/ Rob Anderson, as Attorney-in-Fact for Claire W. Tucker 03/19/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Of the 40,000 shares acquired, the issuer withheld 25,265 shares to pay the purchase price and taxes for the options resulting in the issuance of 14,735 shares. Following these reported transactions, the reporting person directly owns 89,894 shares of common stock not subject to restriction or vesting. ( 2 )The reported item represents the unvested portion of an initial award of 2,837 shares of restricted stock which vests in approximately three equal installments beginning on the first anniversary of the March 2, 2016 grant date. As of the date of this report, 1,891 of those shares have vested. The reported item also includes an award of 100 shares of restricted stock which vests in approximately three equal installments beginning on the first anniversary of the September 1, 2016 grant date. As of the date of this report, 33 of those shares have vested. ( 3 )The reporting person disclaims beneficial ownership of these securities except to the extent of her 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 an initial award of an option to purchase a total of 210,000 shares of common stock which vested and became exercisable in four equal annual installments beginning on the first anniversary of the November 13, 2008 grant date.

Remarks: President and Chief Executive Officer of CapStar Financial Holdings, Inc

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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