SEC Form 4 · accession 0000899243-18-011856

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

May 7, 2018

Accepted (ET)

May 8, 2018 · 4:31 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 7, 2018	X	2,800	$10.00	A	219,135	D
Common Stock^F1	May 7, 2018	F	1,417	$19.77	D	217,718	D
Common Stock^F2	holding	—	—		—	1,659	D
Common Stock^F3	holding	—	—		—	532	D
Common Stock^F5	holding	—	—		—	473	D
Common Stock^F4	holding	—	—		—	206,809	I	Charles A. and Patricia F. Elcan
Common Stock^F4	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
Warrants (right to buy)	$10.00	May 7, 2018	X	2,800	D	Jul 14, 2008	Jul 14, 2018	Common Stock	2,800	6,833	D
Option (right to buy)^F6	$10.00	holding	—	—	—	—	Jan 20, 2020	Common Stock	6,000	6,000	D
Warrants (right to buy)^F4	$10.00	holding	—	—	—	Jul 14, 2008	Jul 14, 2018	Common Stock	10,834	10,834	I
Warrants (right to buy)^F4	$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 warrants on May 7, 2018 pursuant to a Rule 10b5-1 trading plan. Of the 2,800 shares acquired, the issuer withheld 1,417 shares to pay the purchase price for the warrants resulting in the issuance of 1,383 shares. Following these reported transactions, the reporting person directly owns 217,718 shares of common stock not subject to restriction or vesting.
F2The reported item represents an award of restricted stock which vests in three 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 common stock which was granted on February 28, 2017. As of the date of this report, 265 shares have vested. The remaining 532 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 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.
F5The reported item represents the unvested portion of an award of restricted common stock granted on March 3, 2016. As of the date of this report, 946 shares have vested. The remaining 473 shares of restricted common stock under this award vest on the third anniversary of the March 3, 2016 grant date, or March 3, 2019.
F6These options vested in four equal annual installments beginning one year after the January 20, 2010 grant date.