SEC Form 4 · accession 0000899243-17-029405
CapStar Financial Holdings, Inc. · CSTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Corsair Capital LLC
10% Owner
Period of report
Dec 20, 2017
Accepted (ET)
Dec 21, 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 |
|---|---|---|---|---|---|---|---|---|
| Non-Voting Common StockF3,F1 | Dec 20, 2017 | X | 238,267 | $10.25 | A | 238,267 | I | See Note |
| Non-Voting Common StockF1 | Dec 20, 2017 | S | 111,927 | $21.82 | D | 126,340 | I | See Note |
| Non-Voting Common StockF4,F2 | Dec 20, 2017 | X | 11,733 | $10.25 | A | 11,733 | I | See Note |
| Non-Voting Common StockF2 | Dec 20, 2017 | S | 5,512 | $21.82 | D | 6,221 | I | See Note |
| Common StockF1 | holding | — | — | — | 507,748 | I | See Note | |
| Common StockF2 | holding | — | — | — | 25,004 | I | See Note |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (Right to Buy)F1 | $10.25 | Dec 20, 2017 | X | 238,267 | D | Jul 14, 2008 | Jul 14, 2018 | Non-Voting Common Stock | 238,267 | 0 | I |
| Warrants (Right to Buy)F2 | $10.25 | Dec 20, 2017 | X | 11,733 | D | Jul 14, 2008 | Jul 14, 2018 | Non-Voting Common Stock | 11,733 | 0 | I |
Explanation of responses
- F1Represents securities held directly by Corsair III Financial Services Capital Partners, L.P. Corsair Capital LLC is the general partner of Corsair III Management L.P., which is the general partner of Corsair III Financial Services Capital Partners, L.P., and may be deemed to beneficially own the securities directly owned by Corsair III Financial Services Capital Partners, L.P., although each of Corsair Capital LLC and Corsair III Financial Services Offshore 892 Partners, L.P. disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein.
- F2Represents securities held directly by Corsair III Financial Services Offshore 892 Partners, L.P. Corsair Capital LLC is the general partner of Corsair III Management L.P., which is the general partner of Corsair III Financial Services Offshore 892 Partners, L.P., and may be deemed to beneficially own the securities directly owned by Corsair III Financial Services Offshore 892 Partners, L.P., although each of Corsair Capital LLC and Corsair III Financial Services Capital Partners, L.P. disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein.
- F3On December 20, 2017, the reporting person exercised warrants to purchase 238,267 shares of common stock of the issuer for $10.25 a share. The reporting person paid the exercise price and related taxes on a cashless basis by having the issuer withhold 111,927 shares of issuer common stock. Accordingly, the issuer issued the remaining 126,340 shares of issuer common stock to the reporting person.
- F4On December 20, 2017, the reporting person exercised warrants to purchase 11,733 shares of common stock of the issuer for $10.25 a share. The reporting person paid the exercise price and related taxes on a cashless basis by having the issuer withhold 5,512 shares of issuer common stock. Accordingly, the issuer issued the remaining 6,221 shares of issuer common stock to the reporting person.