Sec Form 4 Filing - Cunningham Jeffrey L @ CapStar Financial Holdings, Inc. - 2018-11-07

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 Cunningham Jeffrey L 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) 11/07/2018 (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 11/07/2018 X 34,568 A $ 4.02 83,880 D Common Stock 11/07/2018 X 124,512 A $ 4.02 208,392 D Common Stock 17,897 I By Athens Employee Stock Ownership Plan ( 1 ) Common Stock 89,559 I By Athens 401(k) Plan ( 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 Stock Option (right to purchase) ( 3 ) $ 4.02 11/07/2018 X 34,568 12/15/2011 12/15/2020 Common Stock 34,568 $ 0 124,512 D Stock Option (right to purchase) ( 3 ) $ 4.02 11/07/2018 X 124,512 12/15/2011 12/15/2020 Common Stock 124,512 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cunningham Jeffrey L 1201 DEMONBREUN STREET, SUITE 700 NASHVILLE, TN37203 X Signatures /s/ Rob Anderson, as Attorney-in-Fact for Jeffrey L. Cunningham 11/09/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated June 11, 2018 (the "Merger Agreement"), by and between CapStar Financial Holdings, Inc. ("CapStar") and Athens Bancshares Corporation ("Athens"), each share held in the Athens Employee Stock Option Plan ("ESOP") was converted into the right to receive 2.864 shares of CapStar common stock. As of the date of this Form 4, the final number of ESOP shares allocable to the reporting person are not yet available. Accordingly, set forth above is the estimate of the number of shares of CapStar common stock known to be beneficially owned by the reporting person at this time. The reporting person will report the final stock ownership numbers once they are determined. Additionally, although the ESOP has technically been terminated, the ESOP shares have not yet been transferred to a new account due to administrative processing of transfer documentation. ( 2 )Pursuant to the Merger Agreement, each share held in the Athens 401(k) Plan was also converted into the right to receive 2.864 shares of CapStar common stock. Although the Athens 401(k) has technically been terminated, as of the date of this Form 4, the 89,559 shares in the 401(k) Plan have not yet been transferred to a new account due to administrative processing of transfer documentation. ( 3 )These options vested in approximately five equal installments beginning on the first anniversary of the December 15, 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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