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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1. Name and Address of Reporting Person * Frishkopf John J   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 __X__ Officer (give title below) _____ Other (specify below) Treasurer, Assistant Secretary (Last) (First) (Middle) C/O NEWSTAR FINANCIAL, INC., 500 BOYLSTON STREET, SUITE 1250 3. Date of Earliest Transaction (Month/Day/Year) 06/06/2014 (Street) BOSTON, MA 02116 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, par value $0.01 per share (1) 06/06/2014   X   5,810 (1) A $ 10.9 (1) 350,386 D   Common Stock, par value $0.01 per share 06/06/2014   F   4,692 D $ 13.5 345,694 D   Common Stock, par value $0.01 per share               1,000 I By Trust

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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

Warrant (right to buy)

$ 10.9 (1)

06/06/2014

X

5,810 (1)

06/18/2004

06/18/2014

Common Stock (1)

5,810 (1)

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Frishkopf John J C/O NEWSTAR FINANCIAL, INC. 500 BOYLSTON STREET, SUITE 1250 BOSTON, MA 02116			Treasurer, Assistant Secretary

Signatures

/s/ John Bray as attorney-in-fact		11/25/2014
**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)	The warrant, which was initially issued for 6,333 shares of the Issuer's Series A Preferred Stock at an exercise price of $10.00 per share, currently represents a warrant for 5,810 shares of the Issuer's Common Stock at an exercise price of $10.90 per share. The revised warrant terms reflect (i) the conversion of the Series A Convertible Preferred Stock into Common Stock at a conversion ration of 2.276012305 to 1, which conversion occurred automatically on December 13, 2006 in connection with the Issuer's initial public offering and (ii) the 1-for-2.4808 reverse split of the Issuer's Common Stock effective December 19, 2006.

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