Sec Form 4 Filing - Smith Stephen Buford @ CapStar Financial Holdings, Inc. - 2018-06-11

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 Smith Stephen Buford 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) 06/11/2018 (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 ) 06/11/2018 X 3,000 A $ 10 35,703 D Common Stock ( 1 ) 06/11/2018 F 1,497 D $ 20.05 34,206 D Common Stock ( 2 ) 732 D Common Stock ( 3 ) 397 D Common Stock ( 4 ) 390 D Common Stock 3,000 I Matthew Carlton Smith Family Trust Common Stock 3,000 I Stephen B. Smith Jr. Family Trust

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 Options (right to buy) $ 10 06/11/2018 X 3,000 ( 5 ) 11/13/2018 Common Stock 3,000 $ 0 0 D Options (right to buy) $ 10 ( 6 ) 01/20/2020 Common Stock 6,000 6,000 D Options (right to buy) $ 10 ( 7 ) 08/23/2021 Common Stock 1,250 1,250 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Stephen Buford 1201 DEMONBREUN STREET, SUITE 700 NASHVILLE, TN37203 X Signatures /s/ Rob Anderson, as Attorney-in-Fact for Stephen B. Smith 06/13/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported item represents shares that were acquired pursuant to the exercise of options on June 11, 2018 pursuant to a 10b5-1 trading plan. Of the 3,000 shares acquired, the issuer withheld 1,497 shares to pay the purchase price for the options resulting in the issuance of 1,503 shares. Following these reported transactions the reporting person directly owns 34,206 shares of common stock not subject to restriction or vesting. ( 2 )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. ( 3 )The reported item represents the unvested portion of an award of restricted stock on February 28, 2017. As of the date of this report 198 shares have vested. The remaining 397 shares of restricted stock under this award vest in equal installments on the second and third anniversaries of the grant date, or February 28, 2019 and February 28, 2020, respectively. ( 4 )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, 779 shares have vested. The remaining 390 shares of restricted common stock under this award vest on the third anniversary of the March 3, 2016 grant date, or March 3, 2019. ( 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. ( 7 )These options vested in four equal annual installments beginning one year after the August 23, 2011, 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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