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 *
COOPER BRADLEY E
   2. Issuer Name and Ticker or Trading Symbol
NewStar Financial, Inc. [NEWS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
142 WEST 57TH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
12/16/2016
(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)
Code V Amount (A) or (D) Price
Common Stock               28,970 I See footnote (1)
Common Stock               4,000,000 I See footnote (2)
Common Stock 12/16/2016   S   7,216 D $ 9.21 (3) 38,667 (4) D  
Common Stock 12/19/2016   S   6,030 D $ 9.17 (3) 32,637 (4) D  

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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
COOPER BRADLEY E
142 WEST 57TH STREET
NEW YORK, NY 10019		        
Capital Z Partners III GP, Ltd.
142 WEST 57TH STREET
NEW YORK, NY 10019		        
Capital Z Partners Management, LLC
142 WEST 57TH STREET
NEW YORK, NY 10019		        
Capital Z Partners III, L.P.
142 WEST 57TH STREET
NEW YORK, NY 10019		        
Capital Z Partners III GP, L.P.
142 WEST 57TH STREET
NEW YORK, NY 10019		        

Signatures

 /s/ Bradley E. Cooper   12/20/2016
**Signature of Reporting Person Date
 /s/ Craig Fisher, Authorized Signatory for Capital Z Partners III GP, Ltd.   12/20/2016
**Signature of Reporting Person Date
 /s/ Craig Fisher, Authorized Signatory for Capital Z Partners Management, LLC   12/20/2016
**Signature of Reporting Person Date
 /s/ Craig Fisher, Authorized Signatory for Capital Z Partners III, L.P.   12/20/2016
**Signature of Reporting Person Date
 /s/ Craig Fisher, Authorized Signatory for Capital Z Partners III GP, L.P.   12/20/2016
**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) Represents securities held directly by Capital Z Partners Management, LLC ("CZPM").
(2) 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.
(3) The prices reported in Column 4 of Table I are weighted average prices. These shares were sold in multiple transactions at prices ranging from $9.08 to $9.6075 on December 16, 2016 and from $9.00 to $9.29 on December 19, 2016. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the United States Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(4) Represents securities held directly 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.

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