SEC Form SC 13G filed by Five Star Bancorp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Five Star Bancorp

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

33830T103

(CUSIP Number)

July 20, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

¹ Shares reported in this table are held by Davis Partnership, L.P., of which the Reporting Person is the sole general partner.

² Shares reported in this table are held by Davis Partnership, L.P. The Reporting Person is the sole general partner of Davis Asset Management, L.P., which is the general partner of Davis Partnership, L.P.

³ Shares reported in this table are held by Davis Partnership, L.P. The Reporting Person is the managing member of Davis Capital Partners, LLC, the sole general partner of Davis Partnership, L.P.

Five Star Bancorp (the “Issuer”)

3100 Zinfandel Drive, Suite 100
Rancho Cordova, CA 95670

This joint statement on Schedule 13G is being filed by Davis Partnership, L.P., a Delaware limited partnership (the “Fund”), Davis Asset Management, L.P., a Delaware limited partnership and the sole general partner of the Fund (the “General Partner”), Davis Capital Partners, LLC, a Delaware limited liability company and the sole general partner of the General Partner (the “Ultimate GP”), and Lansing A. Davis, the managing member of the Ultimate GP (together with the Fund, the General Partner and the Ultimate GP, the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

The business address of each of the Reporting Persons is 3 Harbor Drive, Suite 301, Sausalito, CA 94965.

The Fund is a Delaware limited partnership; the General Partner is a Delaware limited partnership; the Ultimate GP is a Delaware limited liability company; and Mr. Davis is a citizen of the United States.

Common stock, no par value (the “Common Stock”).

33830T103

The percentages of beneficial ownership reported herein, and on each Reporting Person’s cover page to this Schedule 13G, are based on a total of 17,245,650 shares of Common Stock issued and outstanding as of November 4, 2022, as reported in the most recent quarterly report of the Issuer on Form 10-Q for its fiscal quarter ended September 30, 2022, and a total of 17,245,983 shares of Common Stock issued and outstanding as of August 4, 2022, as reported in the quarterly report of the Issuer on Form 10-Q for its fiscal quarter ended June 30, 2022. The amounts and percentages of beneficial ownership reported herein are as of July 20, 2022 and as of the date hereof.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of November 29, 2022, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock of Five Star Bancorp, a California corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.