FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Anderson Robert B.
2. Issuer Name and Ticker or Trading Symbol

CapStar Financial Holdings, Inc. [ CSTR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

1201 DEMONBREUN STREET, SUITE 700
3. Date of Earliest Transaction (MM/DD/YYYY)

3/7/2017
(Street)

NASHVILLE, TN 37203
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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) 3/7/2017     F    444   D $19.75   1878   D    
Common Stock   (2)                15000   D    
Common Stock   (3)                3312   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Options   $12.27                      (4) 12/20/2022   Common Stock   50000     50000   D    
Options   $11.41                      (5) 2/27/2025   Common Stock   30000     30000   D    

Explanation of Responses:
( 1)  The reported item represents the number of shares withheld by the issuer on March 7, 2017, to cover tax withholding obligations in connection with the vesting of 1,656 shares pursuant to an award of restricted stock on March 2, 2016.
( 2)  The reported item represents an award of restricted stock that vests in full on the third anniversary of the February 27, 2015, grant date.
( 3)  The reported item represents the unvested portion of an award of restricted stock that vests in three equal installments beginning on the first anniversary of the March 2, 2016, grant date.
( 4)  These options vested in four equal annual installments beginning one year after the December 10, 2012, grant date.
( 5)  These options vest in four equal annual installments beginning one year after the February 27, 2015, grant date.

Remarks:
Chief Financial Officer and Chief Administrative Officer
Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Anderson Robert B.
1201 DEMONBREUN STREET, SUITE 700
NASHVILLE, TN 37203


See Remarks

Signatures
/s/ Robert B. Anderson 3/9/2017
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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