Sec Form 4 Filing - WILT TOBY S @ CapStar Financial Holdings, Inc. - 2020-03-04

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 WILT TOBY S 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) 03/04/2020 (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 ) 03/04/2020 A 2,269 A $ 0 2,269 D Common Stock 331,694 D Common Stock ( 2 ) 1,121 D Common Stock ( 3 ) 307 D Common Stock 70,786 I WF Partners Common Stock 26,250 I Joanne Wilt Banks ( 4 ) Common Stock 4,800 I Pershing LLC Cust Mark Banks IRA ( 4 ) Common Stock 5,700 I Mark R. Banks ( 4 ) Common Stock 21,273 I Wilt Fleming TR UA JAN 21 00 Samuel M. Fleming Charitable Lead Annuity Trust ( 4 ) Common Stock 13,125 I Dallas Hagewood Wilt ( 4 ) Common Stock 14,700 I Lucianne Forcum Wilt Family Limited Partnership ( 4 ) Common Stock 5,250 I James F. & Elissa Watkins, as joint tenants ( 4 ) Common Stock 31,500 I Lucianne Forcum Wilt ( 4 ) Common Stock 21,000 I Samuel Fleming Wilt ( 4 ) Common Stock 16,295 I Toby Stack Wilt, Jr. ( 4 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WILT TOBY S 1201 DEMONBREUN STREET, SUITE 700 NASHVILLE, TN37203 X Signatures /s/ Rob Anderson, as Attorney-in-Fact for Toby S. Wilt 03/06/2020 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 4, 2020 grant date. ( 2 )The reported items represents an award of restricted stock which vests in three approximately equal installments beginning on the first anniversary of the March 6, 2019 grant date. As of the date of this report, 560 shares have vested. The remaining 1,121 shares of restricted stock under this award vest in equal installments on the second and third anniversaries of the grant date, or March 6, 2021 and March 6, 2022, respectively. ( 3 )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. As of the date of this report, 613 shares have vested. The remaining 307 shares of restricted stock under this award vest on the third anniversary of the grant date, or March 6, 2021. ( 4 )The reporting person disclaims beneficial ownership of these securities except to the extent of his 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.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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