Wilt Toby S - Apr 1, 2024 Form 4 Insider Report for CapStar Financial Holdings, Inc. (CSTR)

Role: Director
Signature: /s/ Michael J. Fowler, as Attorney-in-Fact for Toby S. Wilt
Stock symbol: CSTR
Transactions as of: Apr 1, 2024
Transactions value $: $0
Form type: 4
Date filed: 4/1/2024, 06:50 PM
Previous filing: Jan 9, 2024

Transactions Table

Type	Sym	Class	Transaction	Shares	Change %	Date	Ownership	Footnotes
transaction	CSTR	Common Stock	Disposed to Issuer	-344K	-100%	Apr 1, 2024	Direct	F1
transaction	CSTR	Common Stock	Disposed to Issuer	-70.8K	-100%	Apr 1, 2024	WF Partners	F1
transaction	CSTR	Common Stock	Disposed to Issuer	-26.3K	-100%	Apr 1, 2024	Joanne Wilt Banks	F1
transaction	CSTR	Common Stock	Disposed to Issuer	-4.8K	-100%	Apr 1, 2024	Pershing LLC Cust Mark Banks IRA	F1
transaction	CSTR	Common Stock	Disposed to Issuer	-5.7K	-100%	Apr 1, 2024	Mark R Banks	F1
transaction	CSTR	Common Stock	Disposed to Issuer	-21.3K	-100%	Apr 1, 2024	Wilt Fleming TR UA JAN 21 00 Samuel M Fleming Charitable Lead Annuity Trust	F1
transaction	CSTR	Common Stock	Disposed to Issuer	-13.1K	-100%	Apr 1, 2024	Dallas Hagewood Wilt	F1
transaction	CSTR	Common Stock	Disposed to Issuer	-14.7K	-100%	Apr 1, 2024	Lucianne Forcum Wilt Family Limited Partnership	F1
transaction	CSTR	Common Stock	Disposed to Issuer	-5.25K	-100%	Apr 1, 2024	James F & Elissa Watkins, as joint tenants	F1
transaction	CSTR	Common Stock	Disposed to Issuer	-31.5K	-100%	Apr 1, 2024	Lucianne Forcum Wilt	F1
transaction	CSTR	Common Stock	Disposed to Issuer	-21K	-100%	Apr 1, 2024	Samuel Fleming Wilt	F1
transaction	CSTR	Common Stock	Disposed to Issuer	-16.3K	-100%	Apr 1, 2024	Toby Stack Wilt, Jr.	F1

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

Wilt Toby S 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 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.

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 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.