Edgar Filing: NewStar Financial, Inc.

Ownership Submission

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 ^*

Capital Z Partners III GP, Ltd.

2. Issuer Name and Ticker or Trading Symbol
NewStar Financial, Inc. [NEWS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

142 WEST 57TH STREET

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2016

(Street)

NEW YORK, NY 10019

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								4,000,000	I ⁽¹⁾ ⁽³⁾	See Footnotes ⁽¹⁾ ⁽³⁾
Common Stock	04/26/2016		X		5,000	A	$ 2.2	5,577,168	I ⁽²⁾ ⁽³⁾	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock	04/26/2016		F		1,107	D	$ 9.94	5,576,061	I ⁽²⁾ ⁽³⁾	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock								29,919	D ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 2.2

04/26/2016

5,000

⁽⁵⁾

05/13/2016

Common Stock

5,000

$ 0

I ⁽²⁾ ⁽³⁾

See Footnotes ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Capital Z Partners III GP, Ltd. 142 WEST 57TH STREET NEW YORK, NY 10019		X
Capital Z Partners Management, LLC 142 WEST 57TH STREET NEW YORK, NY 10019		X
Capital Z Partners III, L.P. 142 WEST 57TH STREET NEW YORK, NY 10019		X
Capital Z Partners III GP, L.P. 142 WEST 57TH STREET NEW YORK, NY 10019		X
CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P. 142 WEST 57TH STREET NEW YORK, NY 10019		X
CAPITAL Z FINANCIAL SERVICES FUND II LP 142 WEST 57TH STREET NEW YORK, NY 10019		X
CAPITAL Z PARTNERS LP 142 WEST 57TH STREET NEW YORK, NY 10019		X
CAPITAL Z PARTNERS LTD 142 WEST 57TH STREET NEW YORK, NY 10019		X
COOPER BRADLEY E 142 WEST 57TH STREET NEW YORK, NY 10019	X	X

Signatures

/s/ Craig Fisher, Authorized Signatory for Capital Z Partners III GP, Ltd.		04/28/2016
^**Signature of Reporting Person		Date
/s/ Craig Fisher, Authorized Signatory for Capital Z Partners Management, LLC		04/28/2016
^**Signature of Reporting Person		Date
/s/ Craig Fisher, Authorized Signatory for Capital Z Partners III, L.P.		04/28/2016
^**Signature of Reporting Person		Date
/s Craig Fisher, Authorized Signatory for Capital Z Partners III GP, L.P.		04/28/2016
^**Signature of Reporting Person		Date
/s/ Craig Fisher, Authorized Signatory for Capital Z Financial Services Private Fund II, L.P.		04/28/2016
^**Signature of Reporting Person		Date
/s/ Craig Fisher, Authorized Signatory for Capital Z Financial Services Fund II, L.P.		04/28/2016
^**Signature of Reporting Person		Date
/s/ Craig Fisher, Authorized Signatory for Capital Z Partners, L.P.		04/28/2016
^**Signature of Reporting Person		Date
/s/ Craig Fisher, Authorized Signatory for Capital Z Partners, Ltd.		04/28/2016
^**Signature of Reporting Person		Date
/s/ Bradley E. Cooper		04/28/2016
^**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)	See Footnote 1 in Exhibit 99.1.
(2)	See Footnote 2 in Exhibit 99.1.
(3)	See Footnote 3 in Exhibit 99.1.
(4)	See Footnote 4 in Exhibit 99.1.
(5)	The options became fully vested and exercisable as of May 13, 2012.
Remarks: See Exhibit 99.1 - Footnotes incorporated herein by reference. Capital Z Partners III GP, Ltd. is the designated filer for all the reporting persons on this Form 4.

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