0001474506-24-000127.txt : 20240401 0001474506-24-000127.hdr.sgml : 20240401 20240401175400 ACCESSION NUMBER: 0001474506-24-000127 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240401 FILED AS OF DATE: 20240401 DATE AS OF CHANGE: 20240401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flynn Thomas R. CENTRAL INDEX KEY: 0001685231 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37886 FILM NUMBER: 24811421 MAIL ADDRESS: STREET 1: 606 DEEPWOOD DRIVE CITY: HOPKINSVILLE STATE: KY ZIP: 42240 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CapStar Financial Holdings, Inc. CENTRAL INDEX KEY: 0001676479 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] ORGANIZATION NAME: 02 Finance IRS NUMBER: 811527911 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1201 DEMONBREUN STREET, SUITE 700 STREET 2: SUITE 700 CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: (615) 732-6400 MAIL ADDRESS: STREET 1: 1201 DEMONBREUN STREET, SUITE 700 STREET 2: SUITE 700 CITY: NASHVILLE STATE: TN ZIP: 37203 4 1 primary_doc.xml PRIMARY DOCUMENT X0508 4 2024-04-01 1 0001676479 CapStar Financial Holdings, Inc. CSTR 0001685231 Flynn Thomas R. 1201 DEMONBREUN STREET SUITE 700 NASHVILLE TN 37203 1 0 0 0 0 Common Stock 2024-04-01 4 D 0 183423 D 0 D Common Stock 2024-04-01 4 D 0 6350 D 0 I UTMA on behalf of minor child Common Stock 2024-04-01 4 D 0 6350 D 0 I UTMA on behalf of minor child Common Stock 2024-04-01 4 D 0 90000 D 0 I UTMA on behalf of minor child Disposed of pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") entered into on October 26, 2023 between issuer and Old National Bancorp ("ONB"). Pursuant to the Merger Agreement, at the effective time of the merger, issuer merged with and into ONB with ONB surviving the merger, and each share of common stock, $1.00 par value, of issuer outstanding immediately prior to the effective time of the merger, other than certain excluded shares, were converted into the right to receive, without interest, (a) 1.155 shares of common stock, no par value, of ONB and (b) cash in lieu of fractional shares. In connection with the merger closing, all remaining previously reported, but unvested shares of issuer vested as of the closing date of the merger. /s/ Michael J. Fowler, as Attorney-in-Fact for Thomas R. Flynn 2024-04-01