SEC Form 4 · accession 0000899243-17-025633

CapStar Financial Holdings, Inc. · CSTR

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

Reporting owner

Julie D. Frist

Director

Period of report

Oct 5, 2017

Accepted (ET)

Nov 8, 2017 · 6:00 pm EST

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	Nov 6, 2017	X	2,000	$10.00	A	211,821	D
Common Stock^F1	Nov 6, 2017	S	2,000	$19.50	D	209,821	D
Common Stock^F2	holding	—	—		—	797	D
Common Stock^F4	holding	—	—		—	475	D
Common Stock^F5	holding	—	—		—	946	D
Common Stock^F3	holding	—	—		—	206,809	I	Charles A. and Patricia F. Elcan
Common Stock^F3	holding	—	—		—	206,809	I	William R. and Jennifer R. Frist

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option (right to buy)^F8,F6	$10.00	Nov 6, 2017	X	2,000	D	—	Nov 13, 2018	Common Stock	2,000	2,000	D
Option (right to buy)^F7	$10.00	holding	—	—	—	—	Jan 20, 2020	Common Stock	6,000	6,000	D
Warrants (right to buy)	$10.00	holding	—	—	—	Jul 14, 2008	Jul 14, 2018	Common Stock	20,833	20,833	D
Warrants (right to buy)^F3	$10.00	holding	—	—	—	Jul 14, 2008	Jul 14, 2018	Common Stock	10,834	10,834	I
Warrants (right to buy)^F3	$10.00	holding	—	—	—	Jul 14, 2008	Jul 14, 2018	Common Stock	10,833	10,833	I

Explanation of responses

F1The reported item represents shares that were acquired pursuant to the exercise of options on November 6, 2017 and that were subsequently sold on November 6, 2017 pursuant to a Rule 10b5-1 trading plan. The shares were sold in multiple transactions at prices ranging from $19.46 to $19.60. The price reported above reflects the weighted-average sale price. The reporting person hereby undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the sales were effected. Following these reported transactions, the reporting person directly owns 209,821 shares of common stock.
F2The reported item represents an award of restricted common stock which vests in three equal installments beginning on the first anniversary of the February 28, 2017 grant date.
F3The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Charles A. Elcan and Patricia F. Elcan and William R. Frist and Jennifer R. Frist are the brothers-in-law and sisters-in-law of the reporting person.
F4The reported item represents the unvested portion of an award of restricted common stock on February 27, 2015. The remaining 475 shares of restricted common stock under this award vest on the third anniversary of the grant date, or February 27, 2018.
F5The reported item represents an award of restricted common stock which vests in three equal installments beginning on the first anniversary of the March 3, 2016 grant date. The remaining 946 shares of restricted common stock under this award vest on the second and third anniversaries of the March 3, 2016 grant date, or March 3, 2018 and March 3, 2019, respectively.
F6These options vested in four equal annual installments beginning one year after the November 13, 2008 grant date.
F7These options vested in four equal annual installments beginning one year after the January 20, 2010 grant date.
F8This item also reflects the exercise of "in-the-money" options with respect to 2,000 shares of common stock on October 5, 2017 which were inadvertently omitted due to an administrative error. The 2,000 shares of common stock that were the subject of the exercised options were thereafter sold on October 5, 2017 as previously reported.