SEC Form 4 · accession 0000899243-16-029945
CapStar Financial Holdings, Inc. · CSTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
North Dakota Investors LLC
10% Owner
Period of report
Sep 21, 2016
Accepted (ET)
Sep 23, 2016 · 6:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001676479
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Sep 21, 2016 | C | 810,873 | — | A | 1,060,873 | D | |
| Common StockF2 | Sep 21, 2016 | S | 1,060,873 | $15.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF3 | — | Sep 21, 2016 | C | 250,000 | D | Jul 14, 2008 | Jul 14, 2018 | Common Stock | 250,000 | 0 | D |
| Series A Preferred StockF4 | — | Sep 21, 2016 | C | 731,707 | D | — | — | Common Stock | 731,707 | 0 | D |
Explanation of responses
- F1Represents 731,707 shares of Common Stock received upon conversion of preferred securities and 79,166 shares of Common Stock received upon exercise of a warrant into preferred securities and subsequently converted into Common Stock pursuant to a cashless exercise .
- F2Shares sold pursuant to a registration statement on Form S-1 (333-213367) filed with the SEC in connection with the initial public offering of the Issuer.
- F3The warrant was originally purchased at a price of $10.25 per share and had an original exercise price of $10.25. In connection with the IPO, the warrant was exercised on a cashless basis. Pursuant to the cashless exercise formula, the number of shares into which the warrant was exercised was equal to the (A) the product of (i) the difference between the value of the underlying shares (determined using the initial public offering price of the Issuer's Common Stock of $15.00 per share) and the exercise price of $10.25 per share times (ii) the 250,000 common shares for which the warrant was exercisable divided by (B) the value of the underlying shares.
- F4Pursuant to the Charter of the Issuer, Series A Preferred Stock is convertible into common stock, at the option of the holder, upon the earlier to occur of (i) a firm commitment, underwritten public offering of our capital stock representing at least 20% of the shares of the outstanding common stock of the Issuer, or, when taken together with other prior underwritten public offerings of the Issuer's common stock, results in at least 20% in aggregate of shares of the Issuer's outstanding common stock having been publicly offered in such offerings (in each case, after giving effect to such offering), or (ii) transfers or proposed transfers of the Issuer's common stock by one or more of certain of the Issuer's organizers and directors or any of their respective affiliates in an aggregate amount that equals or exceeds 20% of the outstanding shares of the Issuer's common stock.
Remarks
Reporting Person was a 10% owner prior to the initial public offering of the Issuer but disposed of all of its securities of the Issuer in connection with such initial public offering.