SEC Form 4 · accession 0000899243-17-019912
CapStar Financial Holdings, Inc. · CSTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dennis Bottorff
Director
Period of report
Aug 7, 2017
Accepted (ET)
Aug 9, 2017 · 4:05 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 | Aug 7, 2017 | X | 10,000 | $10.00 | A | 10,000 | D | |
| Common StockF1 | holding | — | — | — | 149,431 | D | ||
| Common StockF2 | holding | — | — | — | 327 | D | ||
| Common StockF3 | holding | — | — | — | 242 | D | ||
| Common StockF4 | holding | — | — | — | 487 | D | ||
| Common Stock | holding | — | — | — | 44,504 | I | Dennis C. Bottorff Family 2016 CapStar GRAT |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants | $10.00 | Aug 7, 2017 | X | 10,000 | D | Jul 14, 2008 | Jul 14, 2018 | Common Stock | 10,000 | 10,000 | D |
| Option (right to buy)F5 | $10.00 | holding | — | — | — | — | Nov 13, 2018 | Common Stock | 12,000 | 12,000 | D |
| Option (right to buy)F6 | $10.00 | holding | — | — | — | — | Jan 20, 2020 | Common Stock | 6,000 | 6,000 | D |
Explanation of responses
- F1The total number of shares of common stock reported as directly owned includes 25,763 shares previously reported as indirectly owned through the Dennis C. Bottorff Family 2016 CapStar GRAT (the "2016 GRAT") that were distributed to the reporting person in accordance with the annuity provisions of the 2016 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.
- 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 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.
- F4The 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.
- F5The reported item represents an award of an option to purchase a total of 12,000 shares of common stock which vested and became exercisable in four equal annual installments beginning on the first anniversary of the November 13, 2008 grant date.
- F6The reported item represents an award of an option to purchase a total of 6,000 shares of common stock which vested and became exercisable in four equal annual installments beginning on the first anniversary of the January 20, 2010 grant date.