SEC Form 4 · accession 0000899243-18-011854
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 4, 2018
Accepted (ET)
May 8, 2018 · 4:30 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 | May 4, 2018 | J | 44,504 | $19.30 | A | 214,529 | D | |
| Common StockF2 | holding | — | — | — | 856 | D | ||
| Common StockF3 | holding | — | — | — | 218 | D | ||
| Common StockF4 | holding | — | — | — | 244 | D |
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)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
- F1In accordance with the provisions of the Dennis C. Bottorff Family 2016 CapStar GRAT (the "2016 GRAT"), the reporting person elected to substitute certain assets for 44,504 shares of common stock of CapStar Financial Holdings, Inc. ("Common Stock") which the reporting person previously owned indirectly as the trustee of the 2016 GRAT (the "Substitution"). The Substitution resulted in a reduction of shares of Common Stock owned indirectly in the 2016 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 trading price of the shares of Common Stock at the time of the Substitution, 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 approximately equal installments beginning on the first anniversary of the March 6, 2018 grant date.
- F3The reported item represents the unvested portion of an award of restricted stock granted on February 28, 2017. As of the date of this report, 109 shares have vested. The remaining 218 shares of restricted common stock under this award vest on the second and third anniversaries of the February 28, 2017 grant date, or February 28, 2019 and February 28, 2020, respectively.
- F4The reported item represents the unvested portion of an award of restricted stock granted on March 3, 2016. 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.