Sec Form 4 Filing - THORNBURGH RICHARD E @ CapStar Financial Holdings, Inc. - 2018-05-23

Insider filing report for Changes in Beneficial Ownership
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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
THORNBURGH RICHARD E
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)
05/23/2018
(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 05/23/2018 X 3,000 A $ 10 10,215 D
Common Stock ( 1 ) 682 D
Common Stock ( 2 ) 437 D
Common Stock ( 3 ) 371 D
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 I ndirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $ 10 05/23/2018 X 3,000 ( 4 ) 11/13/2018 Common Stock 3,000 $ 0 0 D
Option (right to buy) $ 10 ( 5 ) 01/20/2020 Common Stock 6,000 6,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
THORNBURGH RICHARD E
1201 DEMONBREUN STREET, SUITE 700
NASHVILLE, TN37203
X
Signatures
/s/ by Rob Anderson, as Attorney-in-Fact for Richard E. Thornburgh 05/25/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported item represents an award of restricted stock which vests in three approximately equal installments beginning on the first anniversary of the March 6, 2018 grant date.
( 2 )The reported item represents the unvested portion of an award of restricted stock that was granted on February 28, 2017. The remaining 437 shares of restricted stock under this award vest in equal parts on the second and third anniversaries of the grant date or February 28, 2019 and February 28, 2020, respectively.
( 3 )The reported item represents the unvested portion of an award of restricted stock that was granted on March 3, 2016. The remaining 371 shares of restricted stock under this award vest on the third anniversary of the grant date or March 3, 2019.
( 4 )These options vested in four equal annual installments beginning one year after the November 13, 2008, grant date.
( 5 )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).
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