Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
| CapStar Financial Holdings, Inc. |
| (Name of Issuer) |
| Common Stock, $1.00 par value per share |
| (Title of Class of Securities) |
| 14070T102 |
| (CUSIP Number) |
| October 23, 2019 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☐ | Rule 13d-1(c) | |
| ☒ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| CUSIP No. 14070T102 | 13G |
| 1. | NAMES OF REPORTING PERSONS Corsair Capital LLC |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☐ |
| (b) ☒ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| 6. | SHARED VOTING POWER 0 | |
| 7. | SOLE DISPOSITIVE POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA |
Page 2 of 7
| CUSIP No. 14070T102 | 13G |
| 1. | NAMES OF REPORTING PERSONS Corsair III Financial Services Capital Partners, L.P. |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☐ |
| (b) ☒ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| 6. | SHARED VOTING POWER 0 | |
| 7. | SOLE DISPOSITIVE POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
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| CUSIP No. 14070T102 | 13G |
| 1. | NAMES OF REPORTING PERSONS Corsair III Financial Services Offshore 892 Partners, L.P. |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) ☐ |
| (b) ☒ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| 6. | SHARED VOTING POWER 0 | |
| 7. | SOLE DISPOSITIVE POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
| 12. | TYPE OF REPORTING PERSON* PN |
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| Item 1(a). | Name of Issuer: | |
CapStar Financial Holdings, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
1201 Demonbreun Street, Suite 700
Nashville, Tennessee
| Item 2(a). | Name of Person Filing: | |
Corsair Capital LLC
Corsair III Financial Services Capital Partners, L.P.
Corsair III Financial Services Offshore 892 Partners, L.P.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: | |
The principal business address for each of Corsair Capital LLC, Corsair III Financial Services Capital Partners, L.P. and Corsair III Financial Services Offshore 892 Partners, L.P. is:
717 Fifth Avenue, 24th Floor
New York, New York 10022
| Item 2(c). | Citizenship: | |
Corsair Capital LLC is a limited liability company formed under the laws of Delaware.
Corsair III Financial Services Capital Partners, L.P. and Corsair III Financial Services Offshore 892 Partners, L.P. are limited partnerships formed under the laws of Delaware.
| Item 2(d). | Title of Class of Securities: | |
Common Stock, $1.00 par value per share
| Item 2(e). | CUSIP Number: | |
14070T102
| Item 3. | If this Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: | |
Not applicable.
| Item 4. | Ownership. | |
Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.
| (a) | Amount beneficially owned: 0 shares of Common Stock | |
| (b) | Percent of class: For each reporting person, 0.0% of the total number of shares of Common Stock outstanding. | |
| (c) |
Number of shares as to which each of such person has: |
| (i) | Sole power to vote or direct the vote: 0 | |
| (ii) | Shared power to vote or direct the vote: 0 | |
| (iii) | Sole power to dispose or to direct the disposition of: 0 | |
| (iv) | Shared power to dispose of or direct the disposition of: 0 |
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| Item 5. | Ownership of Five Percent or Less of a Class. | |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. | |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. | |
Not applicable.
| Item 9. | Notice of Dissolution of Group. | |
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 23, 2019
| CORSAIR CAPITAL LLC | |||||
| By: | /s/ D.T. Ignacio Jayanti | ||||
| Name: | D.T. Ignacio Jayanti | ||||
| Title: | Managing Partner | ||||
| CORSAIR III FINANCIAL SERVICES CAPITAL PARTNERS, L.P. By: Corsair III Management L.P., its General Partner By: Corsair Capital LLC, its General Partner | |||||
| By: | /s/ D.T. Ignacio Jayanti | ||||
| Name: | D.T. Ignacio Jayanti | ||||
| Title: | Managing Partner | ||||
| CORSAIR III FINANCIAL SERVICES OFFSHORE 892 PARTNERS, L.P. By: Corsair III Management L.P., its General Partner By: Corsair Capital LLC, its General Partner | |||||
| By: | /s/ D.T. Ignacio Jayanti | ||||
| Name: | D.T. Ignacio Jayanti | ||||
| Title: | Managing Partner | ||||
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