View:
United States securities and exchange commission logo
April 22, 2021
James Beckwith
President and Chief Executive Officer
Five Star Bancorp
3100 Zinfandel Drive
Suite 650
Rancho Cordova, CA 95670
Re: Five Star Bancorp
Registration
Statement on Form S-1
Filed April 9, 2021
File No. 333-255143
Dear Mr. Beckwith:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed April 9, 2021
Unaudited Pro Forma Condensed Financial Information, page 17
1. Please revise, in
accordance with SAB Topic 1B.3 to address the following:
Pro forma per share
data should be presented (for the latest year and interim period
only) giving effect
to the number of shares whose proceeds will be used to pay the
cash distribution;
and
Pro forma per share
data to show the effect of the dividends paid which exceed
earnings in the
current year (i.e. fiscal 2021).
James Beckwith
FirstName LastNameJames Beckwith
Five Star Bancorp
Comapany
April NameFive Star Bancorp
22, 2021
April 222, 2021 Page 2
Page
FirstName LastName
Item 15. Recent Sales of Unregistered Securities, page II-2
2. We note your disclosure regarding recent sales of unregistered
securities. Please revise
this section to address how the $10 per share price was determined.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Lory Empie at 202-551-3714 or Marc Thomas at
202-551-3452 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Livingston at 202-551-3448 or David Lin at 202-551-3552 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Finance