Sec Form 4 Filing - Anderson Robert B. @ CapStar Financial Holdings, Inc. - 2018-12-28

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 Anderson Robert B. 2. Issuer Name and Ticker or Trading Symbol CapStar Financial Holdings, Inc. [ CSTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ 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) 12/28/2018 (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 ) 12/28/2018 A 5,600 A $ 0 23,706 D Common Stock ( 2 ) 10,000 D Common Stock ( 3 ) 1,656 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 Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options (right to buy) $ 12.27 ( 4 ) 12/20/2022 Common Stock 50,000 50,000 D Options (right to buy) $ 11.41 ( 5 ) 02/27/2025 Common Stock 30,000 30,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Anderson Robert B. 1201 DEMONBREUN STREET, SUITE 700 NASHVILLE, TN37203 See Remarks Signatures /s/ Robert B. Anderson 01/02/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported item represents an award of restricted common stock which is fully vested upon issuance. Additionally, the reported item includes the unvested portion of an award of 100 shares of restricted stock granted on September 1, 2016. As of the date of this report, 66 shares have vested. The remaining 34 shares of restricted common stock under this award vest on the third anniversary of the grant date, or September 1, 2019. Following the reported transactions in this Form 4, the reporting person directly owns 23,672 shares of common stock not subject to restriction or vesting. ( 2 )The reported item represents the unvested portion of an award of restricted common stock granted on December 19, 2017. The remaining 10,000 shares of restricted common stock under this award vest on the second and third anniversary of the grant date, or December 19, 2019 and December 19, 2020, respectively. ( 3 )The reported item represents the unvested portion of an award of restricted stock granted on March 2, 2016. The remaining 1,656 shares of restricted common stock under this award vest on the third anniversary of the grant date, or March 2, 2019. ( 4 )These options vested in four equal annual installments beginning on the first anniversary of the December 10, 2012 grant date. ( 5 )These options vest in four equal annual installments beginning on the first anniversary of the February 27, 2015 grant date. As of the date of this report, 22,500 options have vested. The remaining 7,500 options vest on the fourth anniversary of the grant date, or February 27, 2019.

Remarks: Chief Financial Officer and Chief Administrative Officer

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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