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)
__X__ 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)
04/24/2017
(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)
Code V Amount (A) or (D) Price
Common Stock               4,000,000 I (1) See Footnote (1)
Common Stock               32,637 I (2) See Footnote (2)
Common Stock 04/24/2017   M   5,000 A $ 8.28 44,064 I (3) See Footnote (3)
Common Stock 04/24/2017   F   3,820 D $ 10.84 40,244 I (3) See Footnote (3)

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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
Stock Option (Right to Buy) $ 8.28 04/24/2017   M     5,000   (4) 05/12/2017 Common Stock 5,000 $ 0 0 I See Footnote (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Capital Z Partners III GP, Ltd.
142 WEST 57TH STREET
NEW YORK, NY 10019
  X   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    
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.   04/26/2017
**Signature of Reporting Person Date

 /s/ Craig Fisher, Authorized Signatory for Capital Z Partners Management, LLC   04/26/2017
**Signature of Reporting Person Date

 /s/ Craig Fisher, Authorized Signatory for Capital Z Partners III, L.P.   04/26/2017
**Signature of Reporting Person Date

 /s Craig Fisher, Authorized Signatory for Capital Z Partners III GP, L.P.   04/26/2017
**Signature of Reporting Person Date

 /s/ Bradley E. Cooper   04/26/2017
**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) Represents securities held directly by Capital Z Partners III, L.P. ("Capital Z III Fund"). The sole general partner of Capital Z III Fund is Capital Z Partners III GP, L.P. ("Capital Z III GP LP"), whose sole general partner is Capital Z Partners III GP, Ltd. ("Capital Z III GP LTD"). CZPM performs investment management services for Capital Z III Fund. By reason of the provisions of Rule 16a-1 of the Exchange Act, Capital Z III GP LP, Capital Z III LP LTD and CZPM may be deemed to be the beneficial owners of the securities held by Capital Z III Fund, but each individual entity described above disclaims beneficial ownership of securities held by any other entity except to the extent of any indirect pecuniary interest therein.
(2) Directly owned by Bradley E. Cooper. Bradley E. Cooper is a limited partner of Capital Z III GP LP, and he is an officer and co-owner of CZPM. Mr. Cooper disclaims beneficial ownership of securities beneficially owned by them, except to the extent of any pecuniary interest therein.
(3) Represents securities held directly by CZPM.
(4) Fully vested.

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