SEC Form 4 · accession 0000899243-18-028598

CapStar Financial Holdings, Inc. · CSTR

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

Reporting owner

Director

Period of report

Nov 7, 2018

Accepted (ET)

Nov 9, 2018 · 4:33 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	Nov 7, 2018	X	34,568	$4.02	A	83,880	D
Common Stock	Nov 7, 2018	X	124,512	$4.02	A	208,392	D
Common Stock^F1	holding	—	—		—	17,897	I	By Athens Employee Stock Ownership Plan
Common Stock^F2	holding	—	—		—	89,559	I	By Athens 401(k) Plan

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to purchase)^F3	$4.02	Nov 7, 2018	X	34,568	D	Dec 15, 2011	Dec 15, 2020	Common Stock	34,568	124,512	D
Stock Option (right to purchase)^F3	$4.02	Nov 7, 2018	X	124,512	D	Dec 15, 2011	Dec 15, 2020	Common Stock	124,512	0	D

F1Pursuant to the Agreement and Plan of Merger, dated June 11, 2018 (the "Merger Agreement"), by and between CapStar Financial Holdings, Inc. ("CapStar") and Athens Bancshares Corporation ("Athens"), each share held in the Athens Employee Stock Option Plan ("ESOP") was converted into the right to receive 2.864 shares of CapStar common stock. As of the date of this Form 4, the final number of ESOP shares allocable to the reporting person are not yet available. Accordingly, set forth above is the estimate of the number of shares of CapStar common stock known to be beneficially owned by the reporting person at this time. The reporting person will report the final stock ownership numbers once they are determined. Additionally, although the ESOP has technically been terminated, the ESOP shares have not yet been transferred to a new account due to administrative processing of transfer documentation.
F2Pursuant to the Merger Agreement, each share held in the Athens 401(k) Plan was also converted into the right to receive 2.864 shares of CapStar common stock. Although the Athens 401(k) has technically been terminated, as of the date of this Form 4, the 89,559 shares in the 401(k) Plan have not yet been transferred to a new account due to administrative processing of transfer documentation.
F3These options vested in approximately five equal installments beginning on the first anniversary of the December 15, 2010 grant date.