X0206 3 2018-10-24 0 0001676479 CapStar Financial Holdings, Inc. CSTR 0001472966 Cunningham Jeffrey L 1201 DEMONBREUN STREET, SUITE 700 NASHVILLE TN 37203 1 0 0 0 Common Stock 49312 D Common Stock 17897 I By Athens Employee Stock Ownership Plan Common Stock 89559 I By Athens 401(k) Plan Options (right to purchase) 4.02 2011-12-15 2020-12-15 Common Stock 159080 D Pursuant to the Agreement and Plan of Merger, dated June 11, 2018 (the "Merger Agreement"), by and between CapStar Financial Holdings, Inc. ("CapStar") and Athens Bancshares Corporation ("Athens"), shares held in the Athens Employee Stock Option Plan ("ESOP") were converted into the right to receive 2.864 shares of CapStar common stock. As of the date of this Form 3, the final number of ESOP shares allocable to the reporting person are not yet available. Accordingly, set forth above is the estimate of the number of shares of CapStar common stock known to be beneficially owned by the reporting person at this time. The reporting person will report the final stock ownership numbers once they are determined. Additionally, although the ESOP has technically been terminated, the ESOP shares have not yet been transferred to a new account due to administrative processing of transfer documentation. Pursuant to the Merger Agreement, shares held in the Athens 401(k) Plan were also converted into the right to receive 2.864 shares of CapStar common stock. Although the Athens 401(k) has technically been terminated, as of the date of this Form 3, the 89,559 shares in the 401(k) Plan have not yet been transferred to a new account due to administrative processing of transfer documentation. These options vested in approximately five equal installments beginning on the first anniversary of the December 15, 2010 grant date. Exhibit 24 - Power of Attorney /s/ Jeffrey L. Cunningham 2018-11-05