Sec Form 13D Filing - LAWRENCE GAYLON M. JR. filing for CAPSTAR FINL HLDGS INC (CSTR) - 2023-11-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

CAPSTAR FINANCIAL HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

14070T102

(CUSIP Number)

Gaylon M. Lawrence, Jr.

1201 Demonbreun St., Suite 1460

Nashville, TN 37203

With a copy to:

Patrick A. Scruggs

1201 Demonbreun St., Suite 1460

Nashville, TN 37203

615-257-7081

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 2, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on 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).

This Amendment No. 11 (“Amendment No. 11”) amends and supplements the Statement on Schedule 13D filed by the Reporting Person with the SEC on July 23, 2020 (“Amendment No. 10”), which amended and supplemented earlier filings on November 20, 2019 (“Amendment No. 9”), March 5, 2019 (“Amendment No. 8”), February 7, 2019 (“Amendment No. 7”), November 9, 2018 (“Amendment No. 6”), February 8, 2018 (“Amendment No. 5”), October 17, 2017 (“Amendment No. 4”), October 4, 2017 (“Amendment No. 3”), September 13, 2017 (“Amendment No. 2”), August 25, 2017 (“Amendment No. 1”) and August 11, 2017 (the “Original Schedule 13D,” and together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, and this Amendment No. 11, the “Schedule 13D”) with respect to the shares of Common Stock of the Issuer. Capitalized terms used herein and not otherwise defined in this Amendment No. 11 shall have the meanings set forth in the Original Schedule 13D. This Amendment No. 11 (i) reports a material decrease in the Reporting Person’s beneficial ownership of the Issuer, (ii) amends Items 5 and 7 as set forth below, and (iii) constitutes an exit filing for the Reporting Person.

Item 5. Interest in Securities of the Issuer.

Paragraphs (a) thru (c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

Item 7. Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D is being amended and supplemented by the addition of the following:

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.