Timothy K. Schools - Apr 1, 2024 Form 4 Insider Report for CapStar Financial Holdings, Inc. (CSTR)

Role: Chief Executive Officer, Director
Signature: /s/ Michael J. Fowler, as Attorney-in-Fact for Timothy K. Schools
Stock symbol: CSTR
Transactions as of: Apr 1, 2024
Transactions value $: $0
Form type: 4
Date filed: 4/1/2024, 05:31 PM
Previous filing: Feb 23, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CSTR	Common Stock	Disposed to Issuer		-85.6K	-100%		0	Apr 1, 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CSTR	Option	Disposed to Issuer		-50K	-100%		0	Apr 1, 2024	Common Stock	50K	$14.84	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Timothy K. Schools is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Disposed of pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") entered into on October 26, 2023 between issuer and Old National Bancorp ("ONB"). Pursuant to the Merger Agreement, at the effective time of the merger, issuer merged with and into ONB with ONB surviving the merger, and each share of common stock, $1.00 par value, of issuer outstanding immediately prior to the effective time of the merger, other than certain excluded shares, were converted into the right to receive, without interest, (a) 1.155 shares of common stock, no par value, of ONB (the "Merger Consideration") and (b) cash in lieu of fractional shares. In connection with the merger closing, all remaining previously reported, but unvested shares of issuer vested as of the closing date of the merger.
F2	This option, which was fully vested, was canceled in connection with the closing of the merger in exchange for a receipt of the Merger Consideration, consisting of 15,130 shares of ONB common stock (plus cash in lieu of fractional shares), calculated on the basis of the difference between the exercise price of the option and the market value of the ONB common stock received as Merger Consideration.

Content

Disposed of pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") entered into on October 26, 2023 between issuer and Old National Bancorp ("ONB"). Pursuant to the Merger Agreement, at the effective time of the merger, issuer merged with and into ONB with ONB surviving the merger, and each share of common stock, $1.00 par value, of issuer outstanding immediately prior to the effective time of the merger, other than certain excluded shares, were converted into the right to receive, without interest, (a) 1.155 shares of common stock, no par value, of ONB (the "Merger Consideration") and (b) cash in lieu of fractional shares. In connection with the merger closing, all remaining previously reported, but unvested shares of issuer vested as of the closing date of the merger.

This option, which was fully vested, was canceled in connection with the closing of the merger in exchange for a receipt of the Merger Consideration, consisting of 15,130 shares of ONB common stock (plus cash in lieu of fractional shares), calculated on the basis of the difference between the exercise price of the option and the market value of the ONB common stock received as Merger Consideration.