SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Frist Julie D.

(Last) (First) (Middle)
1201 DEMONBREUN STREET, SUITE 700

(Street)
NASHVILLE TN 37203

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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) 12/05/2017 X 2,000 A $10 211,821 D
Common Stock(1) 12/05/2017 S 2,000 D $21.15 209,821 D
Common Stock(2) 797 D
Common Stock(4) 475 D
Common Stock(5) 946 D
Common Stock 206,809 I Charles A. and Patricia F. Elcan(3)
Common Stock 206,809 I William R. and Jennifer R. Frist(3)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Option (right to buy) $10 12/05/2017 X 2,000 (6) 11/13/2018 Common Stock 2,000 $0.00 0 D
Option (right to buy) $10 (7) 01/20/2020 Common Stock 6,000 6,000 D
Warrants (right to buy) $10 07/14/2008 07/14/2018 Common Stock 20,833 20,833 D
Warrants (right to buy) $10 07/14/2008 07/14/2018 Common Stock 10,834 10,834 I Charles A. and Patricia F. Elcan(3)
Warrants (right to buy) $10 07/14/2008 07/14/2018 Common Stock 10,833 10,833 I William R. and Jennifer R. Frist(3)
Explanation of Responses:
1. The reported item represents shares that were acquired pursuant to the exercise of options on December 5, 2017 and that were subsequently sold on December 5, 2017 pursuant to a Rule 10b5-1 trading plan. The shares were sold in multiple transactions at prices ranging from $21.14 to $21.35. The price reported above reflects the weighted-average sale price. The reporting person hereby undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the sales were effected. Following these reported transactions, the reporting person directly owns 209,821 shares of common stock not subject to restriction or vesting.
2. The reported item represents an award of restricted common stock which vests in three equal installments beginning on the first anniversary of the February 28, 2017 grant date.
3. The reporting person disclaims beneficial ownership of these securities except to the extent of her 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. Charles A. Elcan and Patricia F. Elcan and William R. Frist and Jennifer R. Frist are the brothers-in-law and sisters-in-law of the reporting person.
4. The reported item represents the unvested portion of an award of restricted common stock granted on February 27, 2015. The remaining 475 shares of restricted common stock under this award vest on the third anniversary of the grant date, or February 27, 2018.
5. The reported item represents the unvested portion of an award of restricted common stock granted on March 3, 2016. The remaining 946 shares of restricted common stock under this award vest on the second and third anniversaries of the March 3, 2016 grant date, or March 3, 2018 and March 3, 2019, respectively.
6. These options vested in four equal annual installments beginning one year after the November 13, 2008 grant date.
7. These options vested in four equal annual installments beginning one year after the January 20, 2010 grant date.
Remarks:
/s/ Rob Anderson, as Attorney-in-Fact for Julie D. Frist 12/06/2017
** Signature of Reporting Person 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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