Sec Form 4 Filing - SCHOOLS TIMOTHY KYLE @ CapStar Financial Holdings, Inc. - 2022-01-15

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 SCHOOLS TIMOTHY KYLE 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 1201 DEMONBREUN ST, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2022 (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 ) 01/27/2022 A 3,923 A $ 0 3,923 D Common Stock( 2 ) 01/15/2022( 3 ) F 2,113 D $ 21.29 40,336 D Common Stock( 4 ) 3,151 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 Employees Stock Option (right to buy) $ 14.835 ( 5 ) 05/22/2029 Common Stock 50,000 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCHOOLS TIMOTHY KYLE 1201 DEMONBREUN ST SUITE 700 NASHVILLE, TN37203 X Chief Executive Officer Signatures /s/ Denis J. Duncan, as Attorney-in-Fact for Timothy K. Schools 01/31/2022 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 January 27, 2022 grant date. ( 2 )The reported item represents the number of shares withheld by the issuer on January 15, 2022 and January 17, 2022 to cover tax withholding obligations in connection with the vestings of 5,167 and 2,010 shares granted pursuant to awards of restricted stock on December 31, 2021 and January 15, 2019, respectively. ( 3 )This is an inadvertent late filing due to an administrative error. ( 4 )The reported item represents an award of restricted stock which vests in two equal installments beginning on the first anniversary of the December 31, 2020 grant date. As of the date of this report, 3,151 shares have vested. The remaining 3,151 shares of restricted common stock under this award vest on the second anniversary of the grant date, or December 31, 2022. ( 5 )The reported item represents options which vest in three approximately equal annual installments beginning on the first anniversary of the May 22, 2019 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).

** 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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