Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
1.
|
NAMES OF REPORTING PERSONS
Corsair Capital LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
☐
|
|
|
(b)
☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
1,660,800 (1)
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
1,660,800 (1)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,660,800 (1)
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.5%
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
_____________________
(1)
|
Includes 878,048 shares of common stock, par value $1.00 per share (“
Common Stock
”) that can be acquired upon conversion of Series A preferred stock and 250,000 shares of Common Stock underlying warrants that are currently exercisable. See Item 4 of this Schedule 13G.
|
1.
|
NAMES OF REPORTING PERSONS
Corsair III Financial Services Capital Partners, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
☐
|
|
|
(b)
☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
1,582,853 (2)
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
1,582,853 (2)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,582,853 (2)
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
|
12.
|
TYPE OF REPORTING PERSON (SEE INSRUCTIONS)
PN
|
_____________________
(2)
|
Includes 836,838 shares of Common Stock that can be acquired upon conversion of Series A preferred stock and 238,267 shares of Common Stock underlying warrants that are currently exercisable. See Item 4 of this Schedule 13G.
|
1.
|
NAMES OF REPORTING PERSONS
Corsair III Financial Services Offshore 892 Partners, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
☐
|
|
|
(b)
☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
77,947 (3)
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
77,947 (3)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,947 (3)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
_____________________
(3)
|
Includes 41,210 shares of Common Stock that can be acquired upon conversion of Series A preferred stock and 11,733 shares of Common Stock underlying warrants that are currently exercisable. See Item 4 of this Schedule 13G.
|
Item 1(a). Name of Issuer:
CapStar Financial Holdings, Inc.
Item 1(b). Address of Issuer’s
Principal Executive Offices:
201 4th Avenue
North, Suite 950
Nashville, Tennessee
Item 2(a). Name of Person
Filing:
Corsair Capital LLC
Corsair
III Financial Services Capital Partners, L.P.
Corsair III Financial Services Offshore 892 Partners, L.P.
Item 2(b). Address of Principal
Business Office or, if None, Residence:
The
principal business address for each of Corsair Capital LLC, Corsair III Financial Services Capital Partners, L.P. and
Corsair III Financial Services Offshore 892 Partners, L.P.
is:
717
Fifth Avenue, 24
th
Floor
New
York, New York 10022
Item 2(c). Citizenship:
Corsair Capital
LLC is a limited liability company formed under the laws of Delaware.
Corsair
III Financial Services Capital Partners, L.P. and
Corsair III Financial Services Offshore 892 Partners, L.P.
are
limited partnerships formed under the laws of Delaware.
Item 2(d). Title of Class
of Securities:
Common Stock, $1.00 par value per share
Item 2(e). CUSIP Number:
14070T102
Item
3. If this Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing
is a:
|
(a)
|
☐
Broker or
dealer registered under Section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
☐
Bank as defined
in Section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
☐
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
☐
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8);
|
|
(e)
|
☐
An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
☐
A parent
holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
A savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
|
|
(i)
|
☐
A
church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
☐
Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
|
Item 4. Ownership.
Provide the following information regarding
the aggregate number and percentage of the class of securities of issuer identified in Item 1.
|
(a)
|
Amount beneficially owned:
|
|
(i)
|
Corsair III Financial Services Capital Partners, L.P. (“
Corsair III
”) beneficially owns, and has shared
power to vote or dispose of, 1,582,853 shares of Common Stock, which includes (i) 836,838 shares of Common Stock that can be acquired
upon conversion of Series A preferred stock held by Corsair III and (ii) 238,267 shares of Common Stock underlying warrants that
are currently exercisable by Corsair III.
|
|
(iii)
|
Corsair III Financial Services Offshore 892 Partners, L.P. (“
Corsair III Offshore
”) beneficially owns, and
has shared power to vote or dispose of, 77,947 shares of Common Stock, which includes (i) 41,210 shares of Common Stock that can
be acquired upon conversion of Series A preferred stock held by Corsair III Offshore and (ii) 11,733 shares of Common Stock underlying
warrants that are currently exercisable by Corsair III Offshore.
|
|
(iv)
|
Corsair Capital LLC may be deemed to beneficially own, and to share power to vote or dispose of, the 1,660,800 shares of Common
Stock owned by Corsair III and Corsair III Offshore, which includes (i) 878,048 shares of Common Stock that can be acquired upon
conversion of Series A preferred stock held by Corsair III and Corsair III Offshore and (ii) 250,000 shares of Common Stock underlying
warrants that are currently exercisable by Corsair III and Corsair III Offshore.
|
As previously disclosed, the reporting
persons are party to the Second Amended and Restated Shareholders’ Agreement (the “
SARSA
”) with the
Issuer and certain additional shareholders (the “
Parties
”), pursuant to which the reporting person has
certain registration rights and the right to recommend one nominee to the Nominating and Corporate Governance Committee of
the boards of directors of the Issuer and its bank for election to such boards. Although the SARSA might be deemed to constitute a
group among the Parties for purposes of Section 13(d), the reporting persons disclaim membership in any such group and
disclaim beneficial ownership of any of the Issuer’s securities held by the other parties thereto. The SARSA is filed
as Exhibit 4.2 to the Issuer’s Registration Statement on Form S-1 filed on August 29, 2016.
See Item 11 to the Cover Pages
to this Schedule 13G.
Percent of class determined based on 12,332,563 shares
of the Issuer’s Common Stock deemed to be outstanding as of December 31, 2016, calculated as the sum of (i) 11,204,515 shares
of Common Stock outstanding on December 31, 2016, as disclosed in the Issuer’s Current Report on Form 8-K filed on January
30, 2017, (ii) 878,048 shares of Common Stock that can be acquired upon conversion of Series A preferred stock held by Corsair
III and Corsair III Offshore and (iii) 250,000 shares of Common Stock underlying warrants that are currently exercisable by Corsair
III and Corsair III Offshore.
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
See Item 5 to the Cover Pages
to this Schedule 13G.
|
(ii)
|
Shared power to vote or to direct the vote:
|
See Item 6 to the Cover Pages
to this Schedule 13G.
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
See Item 7 to the Cover Pages
to this Schedule 13G.
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
See Item 8 to the Cover Pages
to this Schedule 13G.
Item 5. Ownership of Five
Percent or Less of a Class.
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following.
☐
Item 6. Ownership of More
than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification
and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution
of Group.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2017
|
|
CORSAIR CAPITAL LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ D.T. Ignacio Jayanti
|
|
|
|
|
Name:
|
D.T. Ignacio Jayanti
|
|
|
|
|
Title:
|
Managing Partner
|
|
|
|
|
|
|
|
|
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/ D.T. Ignacio Jayanti
|
|
|
|
|
Name:
|
D.T. Ignacio Jayanti
|
|
|
|
|
Title:
|
Managing Partner
|
|
|
|
|
|
|
|
|
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/ D.T. Ignacio Jayanti
|
|
|
|
|
Name:
|
D.T. Ignacio Jayanti
|
|
|
|
|
Title:
|
Managing Partner
|
|
|
|
|
|
|
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule
13G (including amendments thereto) with respect to the Common Stock, par value $1.00 par value per share, of Capstar Financial
Holdings, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings
provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such person knows or has reason to believe that such information
is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute
one and the same instrument.
Dated as of February 14, 2017
|
|
CORSAIR CAPITAL LLC
|
|
|
|
By:
|
/s/ D.T. Ignacio Jayanti
|
|
|
|
|
Name:
|
D.T. Ignacio Jayanti
|
|
|
|
|
Title:
|
Managing Partner
|
|
|
|
|
|
|
|
|
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/ D.T. Ignacio Jayanti
|
|
|
|
|
Name:
|
D.T. Ignacio Jayanti
|
|
|
|
|
Title:
|
Managing Partner
|
|
|
|
|
|
|
|
|
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/ D.T. Ignacio Jayanti
|
|
|
|
|
Name:
|
D.T. Ignacio Jayanti
|
|
|
|
|
Title:
|
Managing Partner
|
|
|
|
|
|
|