Sec Form 4 Filing - Turner James S. Jr. @ CapStar Financial Holdings, Inc. - 2020-12-01

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
Turner James S. Jr.
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)
12/01/2020
(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 ) 12/01/2020 S 2,500 D $ 12.05 ( 2 ) 263,048 D
Common Stock ( 3 ) 2,345 D
Common Stock ( 4 ) 1,262 D
Common Stock ( 5 ) 337 D
Common Stock 127,007 I James S. Turner ( 6 )
Common Stock 127,007 I Judith P. Turner ( 6 )
Common Stock 75,643 I Family Private Trust LLC TTEE The Katherine Rose Turner 1997 Grandchilds Trust ( 6 )
Common Stock 75,643 I Family Private Trust LLC TTEE The James Stephen Turner III 2000 Grandchilds Trust ( 6 )
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
Turner James S. Jr.
1201 DEMONBREUN STREET, SUITE 700
NASHVILLE, TN37203
X
Signatures
/s/ Wes Scott, as Attorney-in-Fact for James S. Turner, Jr. 12/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 1, 2020.
( 2 )The sales reported in this Form 4 were sold in multiple transactions all at $12.05 per share. The reporting person undertakes to provide to CapStar Financial Holdings, Inc., any security holder of CapStar Financial Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold in each transaction being reported on this Form 4.
( 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 4, 2020 grant date.
( 4 )The reported item represents an award of restricted stock which vests in three equal installments beginning on the first anniversary of the March 6, 2019 grant date. As of the date of this report, 631 shares have vested. The remaining 1,262 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.
( 5 )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, 673 shares of restricted stock have vested. The remaining 337 shares of restricted stock under this award vest on the third anniversary of the grant date, or March 6, 2021.
( 6 )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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