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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Capital Z Partners III GP, Ltd. (Last) (First) (Middle) 142 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NewStar Financial, Inc. [ NEWS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See Remarks Section
	3. Date of Earliest Transaction (Month/Day/Year) 06/16/2014
	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
Common Stock, $0.01 par value								4,000,000	I(1)(3)	See notes(1)(3)
Common Stock, $0.01 par value	06/16/2014		X(5)		200,174	A	$10.9	5,704,972	I(2)(3)	See notes(2)(3)
Common Stock, $0.01 par value	06/16/2014		J(4)(5)		157,881	D	$13.82	5,547,091	I(2)(3)	See notes(2)(3)
Common Stock, $0.01 par value	06/16/2014		M(6)		83,576	A	$10.9	101,789	D(7)
Common Stock, $0.01 par value	06/16/2014		F(4)(6)		65,918	D	$13.82	35,871	D(7)

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
Warrant (right to buy)	$10.9	06/16/2014		X(5)			200,174	06/18/2004	06/18/2014	Common Stock	200,174	$0	0	I	see note(5)
Warrant (right to buy)	$10.9	06/16/2014		M(6)			83,576	06/18/2004	06/18/2014	Common Stock	83,576	$0	0	D(7)

1. Name and Address of Reporting Person* Capital Z Partners III GP, Ltd. (Last) (First) (Middle) 142 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks Section

1. Name and Address of Reporting Person* Capital Z Partners III, L.P. (Last) (First) (Middle) 230 PARK AVENUE SOUTH 11TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks Section

1. Name and Address of Reporting Person* Capital Z Partners III GP, L.P. (Last) (First) (Middle) 230 PARK AVENUE SOUTH 11TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks Section

1. Name and Address of Reporting Person* CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P. (Last) (First) (Middle) 230 PARK AVENUE SOUTH, 11TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks Section

1. Name and Address of Reporting Person* CAPITAL Z FINANCIAL SERVICES FUND II LP (Last) (First) (Middle) 230 PARK AVENUE SOUTH, 11TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks Section

1. Name and Address of Reporting Person* CAPITAL Z PARTNERS LP (Last) (First) (Middle) 230 PARK AVENUE SOUTH, 11TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks Section

1. Name and Address of Reporting Person* CAPITAL Z PARTNERS LTD (Last) (First) (Middle) 230 PARK AVENUE SOUTH, 11TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks Section

1. Name and Address of Reporting Person* Capital Z Partners Management, LLC (Last) (First) (Middle) 230 PARK AVENUE 11TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks Section

1. Name and Address of Reporting Person* Capital Z Management, LLC (Last) (First) (Middle) 230 PARK AVENUE SOUTH, 11TH FLOOR (Street) NEW YORK NY 10003 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* COOPER BRADLEY E (Last) (First) (Middle) C/O NEWSTAR FINANCIAL, INC. 500 BOYLSTON STREET, SUITE 1600 (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Due to the limitation on the amount of characters used, please see Item 1 of Exhibit 99.2 Explanation of Response.

2. Due to the limitation on the amount of characters used, please see Item 2 of Exhibit 99.2 Explanation of Response.

3. Bradley E. Cooper is a limited partner of each of Capital Z III GP LP and Capital Z GP LP, and he is an officer and co-owner of CZPM. Mr. Cooper disclaims beneficial ownership of such securities except to the extent of any indirect pecuniary interest therein.

4. Payment of exercise price by the reporting person through the withholding of shares by the Issuer.

5. Cashless exercise of 199,114 warrants by Capital Z Fund and 1,060 warrants by Capital Z Private Fund.

6. Cashless exercise of warrants by Bradley E. Cooper.

7. Directly owned by Bradley E. Cooper.

Remarks:

Remarks: See Exhibit 99.1 Joint Filer Information and Exhibit 99.2 Explanation of Responses.

	/s/ Craig Fisher, Authorized Signatory for Capital Z Partners III GP, Ltd.	06/18/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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