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*
Tucker Claire W.
(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
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2018
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) 03/05/2018 F 281 D $17.92 98,968 D
Common Stock(2) 08/22/2018 X 80,000 A $10 178,968 D
Common Stock 08/22/2018 F 55,797 D $17.86 123,171 D
Common Stock(3) 1,013 D
Common Stock 2,500 I Reece W. Tucker(4)
Common Stock 25,000 I Charles H. Sr. and Ruth E. Whitfield, as joint tenants(4)
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
Employee Stock Option (right to buy) $10 08/22/2018 X 80,000 (5) 11/13/2018 Common Stock 80,000 $0.00 0 D
Explanation of Responses:
1. The reported item represents the number of shares withheld by the issuer on March 2, 2018 to cover tax withholding obligations in connection with the vesting of 945 shares granted pursuant to an award of restricted stock on March 2, 2016.
2. Of the 80,000 shares acquired, the issuer withheld 55,797 shares to pay the purchase price and taxes for the options resulting in the issuance of 24,203 shares. Following these reported transactions, the reporting person directly owns 123,171 shares of common stock not subject to restriction of vesting.
3. The reported item represents the unvested portion of an initial award of 2,837 shares of restricted stock which vests in approximately three equal installments beginning on the first anniversary of the March 2, 2016 grant date. As of the date of this report, 1,891 of those shares have vested. The reported item also includes an award of 100 shares of restricted stock which vests in approximately three equal installments beginning on the first anniversary of the September 1, 2016 grant date. As of the date of this report, 33 of those shares have vested.
4. 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.
5. The reported item represents an initial award of an option to purchase a total of 210,000 shares of common stock which vested and became exercisable in four equal annual installments beginning on the first anniversary of the November 13, 2008 grant date.
Remarks:
President and Chief Executive Officer of CapStar Financial Holdings, Inc.
/s/ Rob Anderson, as Attorney-in-Fact for Claire W. Tucker 08/24/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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