SEC FORM
4
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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|
 |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
| 1201 DEMONBREUN STREET SUITE 700 |
|
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CapStar Financial Holdings, Inc.
[ CSTR ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
01/02/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Rule 10b5-1(c) Transaction Indication |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
01/02/2024 |
|
A |
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4,643
|
A |
$18.85
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183,423 |
D |
|
| Common Stock |
|
|
|
|
|
|
|
6,350 |
I |
UTMA on behalf of minor child |
| Common Stock |
|
|
|
|
|
|
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6,350 |
I |
UTMA on behalf of minor child |
| Common Stock |
|
|
|
|
|
|
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90,000 |
I |
UTMA on behalf of minor child |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
|
/s/ Michael J. Fowler, as Attorney-in-Fact for Thomas R. Flynn |
01/04/2024 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
SUBSTITUTE POWER OF ATTORNEY
December 12, 2023
Reference is made to those certain Powers of Attorney executed over a period
of several years, copies of which were previously filed with the Securities and
Exchange Commission (the "Original Powers of Attorney"), by and between
the undersigned, Denis J. Duncan ("Duncan"), Timothy K. Schools,
Jeff Moody ("Moody") and Brent Binns ("Binns") (each an "Original Attorney-in-
Fact" and, collectively, the "Original Attorneys in Fact") and each of the
directors and officers of CapStar Financial Holdings, Inc. (the "Company")
set forth below (collectively, the "Section 16 Reporting Persons"),
pursuant to which one or more of the Original Attorneys-in-Fact
were appointed the true and lawful attorney-in-fact, with full power
of substitution, to do and perform any and all acts which may be
necessary or desirable to be done in the exercise of the rights and
powers granted in the Original Powers of Attorney:
Timothy K. Schools
Michael J. Fowler
Jennie L. O'Bryan
Christopher G. Tietz
Kenneth E Webb
L. Earl Bentz
William T. ("Pete") DeLay
Sam B. DeVane
Thomas R. Flynn
William H. ("Harrison") Frist Jr.
Louis A. Green III
Valora S. Gurganious
Myra NanDora Jenne
Joelle J. Phillips
Stephen B. Smith
James S. Turner, Jr.
Toby S. Wilt
In accordance with the authority granted under the Original Powers
of Attorney, the undersigned, being one of the Original Attorneys-
in-Fact under the Original Powers of Attorney, hereby constitutes
and appoints Michael J. Fowler, Amy Goodin, Ali Jefferson and Adam
Marshall (each a "Substitute Attorney-in-Fact" and, collectively, the
"Substitute Attorneys in Fact") as a substitute attorney-in-fact,
on behalf of each of the Section 16 Reporting Persons, with full power
of substitution or revocation, to exercise and execute all of the powers
granted or conferred in the Original Powers of Attorney. By his or her
signature as attorney-in-fact to this Substitute Power of Attorney, each
Substitute Attorney-in-Fact accepts such appointment and agrees to
assume from the undersigned any and all duties and responsibilities
attendant to his or her capacity as attorney-in-fact for each of the
Section 16 Reporting Persons. In accordance with the authority granted
under the Original Powers of Attorney, including the power of revocation,
the undersigned hereby revokes the appointment of Duncan, Moody and Binns
as attorneys-in-fact on behalf of any of the Section 16 Reporting Persons.
IN WITNESS WHEREOF, the parties hereto have caused this Substitute Power
of Attorney to be duly executed as of the day and year first above written.
ORIGINAL ATTORNEY-IN-FACT
/s/ Timothy K. Schools
Timothy K. Schools
We hereby accept this appointment and substitution:
/s/ Michael J. Fowler
Michael J. Fowler
/s/ Amy Goodin
Amy Goodin
/s/ Ali Jefferson
Ali Jefferson
/s/ Adam Marshall
Adam Marshall
