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*
Corsair Capital LLC

(Last) (First) (Middle)
717 FIFTH AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Non-Voting Common Stock 12/20/2017 X 238,267(3) A $10.25 238,267(3) I See Note(1)
Non-Voting Common Stock 12/20/2017 S(3) 111,927 D $21.82 126,340 I See Note(1)
Non-Voting Common Stock 12/20/2017 X 11,733(4) A $10.25 11,733(4) I See Note(2)
Non-Voting Common Stock 12/20/2017 S(4) 5,512 D $21.82 6,221 I See Note(2)
Common Stock 507,748 I See Note(1)
Common Stock 25,004 I See Note(2)
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
Warrants (Right to Buy) $10.25 12/20/2017 X 238,267 07/14/2008 07/14/2018 Non-Voting Common Stock 238,267 $0.00 0 I See Note(1)
Warrants (Right to Buy) $10.25 12/20/2017 X 11,733 07/14/2008 07/14/2018 Non-Voting Common Stock 11,733 $0.00 0 I See Note(2)
1. Name and Address of Reporting Person*
Corsair Capital LLC

(Last) (First) (Middle)
717 FIFTH AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CORSAIR III FINANCIAL SERVICES OFFSHORE 892 PARTNERS L P

(Last) (First) (Middle)
309GT UGLAND HOUSE
SOUTH CHURCH ST GEORGE TOWN

(Street)
GRAND CAY CAY ISL E9 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Corsair III Financial Services Capital Partners, L.P.

(Last) (First) (Middle)
717 FIFTH AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. Represents securities held directly by Corsair III Financial Services Capital Partners, L.P. Corsair Capital LLC is the general partner of Corsair III Management L.P., which is the general partner of Corsair III Financial Services Capital Partners, L.P., and may be deemed to beneficially own the securities directly owned by Corsair III Financial Services Capital Partners, L.P., although each of Corsair Capital LLC and Corsair III Financial Services Offshore 892 Partners, L.P. disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein.
2. Represents securities held directly by Corsair III Financial Services Offshore 892 Partners, L.P. Corsair Capital LLC is the general partner of Corsair III Management L.P., which is the general partner of Corsair III Financial Services Offshore 892 Partners, L.P., and may be deemed to beneficially own the securities directly owned by Corsair III Financial Services Offshore 892 Partners, L.P., although each of Corsair Capital LLC and Corsair III Financial Services Capital Partners, L.P. disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein.
3. On December 20, 2017, the reporting person exercised warrants to purchase 238,267 shares of common stock of the issuer for $10.25 a share. The reporting person paid the exercise price and related taxes on a cashless basis by having the issuer withhold 111,927 shares of issuer common stock. Accordingly, the issuer issued the remaining 126,340 shares of issuer common stock to the reporting person.
4. On December 20, 2017, the reporting person exercised warrants to purchase 11,733 shares of common stock of the issuer for $10.25 a share. The reporting person paid the exercise price and related taxes on a cashless basis by having the issuer withhold 5,512 shares of issuer common stock. Accordingly, the issuer issued the remaining 6,221 shares of issuer common stock to the reporting person.
Remarks:
Corsair Capital LLC, By: /s/ Ignacio Jayanti, its Managing Partner 12/21/2017
Corsair III Financial Services Capital Partners, L.P., By: Corsair III Management L.P., its General Partner, by: Corsair Capital LLC, its general Partner, By: /s/ Ignacio Jayanti, its Managing Partner 12/21/2017
Corsair III Financial Services Offshore 892 Partners, L.P., By: Corsair III Management L.P., its General Partner, by: Corsair Capital LLC, its general Partner, By: /s/ Ignacio Jayanti, its Managing Partner 12/21/2017
** Signature of Reporting Person Date
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