SEC Form 4 · accession 0000899243-17-013115

CapStar Financial Holdings, Inc. · CSTR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Dennis Bottorff

Director

Period of report

May 12, 2017

Accepted (ET)

May 15, 2017 · 4:54 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 Stock^F1	May 12, 2017	J	64,190	$17.35	A	64,190	D
Common Stock^F2	holding	—	—		—	327	D
Common Stock^F3	holding	—	—		—	59,478	D
Common Stock	holding	—	—		—	70,267	I	Dennis C. Bottorff Family 2016 CapStar GRAT
Common Stock^F4	holding	—	—		—	242	D
Common Stock^F5	holding	—	—		—	487	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrants^F6	$10.00	holding	—	—	—	Jul 14, 2008	Jul 14, 2018	Common Stock	20,000	20,000	D
Option (right to buy)^F7	$10.00	holding	—	—	—	—	Nov 13, 2018	Common Stock	12,000	12,000	D
Option (right to buy)^F8	$10.00	holding	—	—	—	—	Jan 20, 2020	Common Stock	6,000	6,000	D

Explanation of responses

F1In accordance with the provisions of the Dennis C. Bottorff Family 2015 CapStar GRAT (the "2015 GRAT"), the reporting person elected to substitute certain assets for 64,190 shares of common stock of CapStar Financial Holdings, Inc. ("Common Stock") which the reporting person previously owned indirectly as the trustee of the 2015 GRAT (the "Substitution"). The Substitution resulted in a reduction of shares of Common Stock owned indirectly in the 2015 GRAT and a corresponding increase in shares of Common Stock owned directly by the reporting person. The Substitution may be deemed to be a purchase. The purchase price reflects the closing price of the shares of Common Stock on the business day immediately preceding the transaction date, which price was used for valuing the shares of Common Stock that were the subject of the Substitution.
F2The reported item represents an award of restricted stock which vests in three equal installments beginning on the first anniversary of the February 28, 2017 grant date.
F3The total number of shares of Common Stock reported as directly owned includes 56,872 shares previously reported as indirectly owned through the 2015 GRAT that were distributed to the reporting person at the same time as the Substitution in accordance with the annuity provisions of the 2015 GRAT (the "Annuity Distribution"). The Annuity Distribution only resulted in a change in the form of beneficial ownership and is exempt from Section 16 under Rule 16a-13. As a result of the Substitution and the Annuity Distribution, the 2015 GRAT no longer holds any shares of Common Stock.
F4The reported item represents the unvested portion of an award of restricted stock on February 27, 2015. The remaining 242 shares of restricted stock under this award vest on the third anniversary of the grant date, or February 27, 2018.
F5The reported item represents the unvested portion of an award of restricted stock on March 3, 2016. 243 shares of restricted stock under this award vest on the second anniversary of the grant date, or March 3, 2018, and the remaining 244 shares of restricted stock under this award vest on the third anniversary of the grant date, or March 3, 2019.
F6The reported item was previously held indirectly by the reporting person through the 2015 GRAT but was transferred to the reporting person as part of the Annuity Distribution. As reported in footnote 3, above, the Annuity Distribution only resulted in a change in the form of beneficial ownership and is exempt from Section 16 under Rule 16a-13.
F7These options vested in four equal annual installments beginning one year after the November 13, 2008 grant date.
F8These options vested in four equal annual installments beginning one year after the January 20, 2010 grant date.