FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Green Louis A. III
  2. Issuer Name and Ticker or Trading Symbol
CapStar Financial Holdings, Inc. [CSTR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1201 DEMONBREUN STREET SUITE 700		 3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024
(Street)

NASHVILLE, TN 37203		 4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/01/2024   D   111,955 D (1) 0 D  
Common Stock 04/01/2024   D   911 D (1) 0 I E. Kendall Green
Common Stock 04/01/2024   D   759 D (1) 0 I FCC Cust Helen S. Green IRA
Common Stock 04/01/2024   D   574 D (1) 0 I Deutsche Bank Cust Helen S. Green IRA
Common Stock 04/01/2024   D   1,204 D (1) 0 I L. Anderson Green IV
Common Stock 04/01/2024   D   217 D (1) 0 I Morgan Stanley Cust FBO Louis Anderson Green IV Roth IRA
Common Stock 04/01/2024   D   820 D (1) 0 I FCC Cust Louis A. Green Roth IRA
Common Stock 04/01/2024   D   600 D (1) 0 I Louis A. Green IV
Common Stock 04/01/2024   D   3,597 D (1) 0 I FCC Cust Helen S. Green SEP IRA
Common Stock 04/01/2024   D   2,186 D (1) 0 I FCC Cust Louis A. Green III IRA
Common Stock 04/01/2024   D   600 D (1) 0 I Kendall Green Schell
Common Stock 04/01/2024   D   224 D (1) 0 I Miller Zatarain Green
Common Stock 04/01/2024   D   224 D (1) 0 I Merrill McLean Green L A Green IV Cust
Common Stock 04/01/2024   D   30 D (1) 0 I Kendall Green Schell Custodian FBO Michael Schell
Common Stock 04/01/2024   D   30 D (1) 0 I Louis Anderson Green V

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Green Louis A. III
1201 DEMONBREUN STREET SUITE 700
NASHVILLE, TN 37203		   X      

Signatures

 /s/ Michael J. Fowler, as Attorney-in-Fact for Louis A Green III   04/01/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.

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