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United States securities and exchange commission logo
April 30, 2021
James Beckwith
President and Chief Executive Officer
Five Star Bancorp
3100 Zinfandel Drive
Suite 650
Rancho Cordova, CA 95670
Re: Five Star Bancorp
Amendment No. 1 to
Registration
Statement on Form S-1
Filed April 26,
2021
File No. 333-255143
Dear Mr. Beckwith:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our April
22, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Unaudited Pro Forma Condensed Financial Information
Unaudited Pro Forma Condensed Statement of Income, page 22
1. Please revise to
separately disclose the pro forma earnings per share impact of the change
in tax status on the
face of the pro forma statement of income.
2. Please revise to
separately disclose the pro forma earnings per share reflective of the
number of shares whose
proceeds will be used to pay the dividend as required by SAB
Topic 1.B.3, on the
face of the pro forma statement of income.
James Beckwith
Five Star Bancorp
April 30, 2021
Page 2
Description of Capital Stock
Exclusive Forum Selection, page 145
3. We note that your disclosure regarding the exclusive forum provision
of your amended
bylaws does not appear to be consistent with the provision included in
Section 8.1 of your
form of amended and restated bylaws filed as Exhibit 3.4. For example,
on page 145 you
disclose that the exclusive forum provision will not apply to any
claims arising under the
Exchange Act. However, Section 8.1 of Exhibit 3.4 provides that
"[u]nless the
corporation consents in writing to the selection of an alternative
forum, the federal district
courts of the United States of America shall, to the fullest extent
permitted by applicable
law, be the exclusive forum for the resolution of any complaint
asserting a cause of action
arising under the federal securities laws of the United States of
America, including, in
each case, the applicable rules and regulations promulgated
thereunder." Please revise
and ensure that your amended bylaws and your disclosure clearly and
consistently clarify
the extent to which such provision applies to claims arising under the
Securities Act and
the Exchange Act, including risk factor disclosure.
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.
FirstName LastNameJames Beckwith Sincerely,
Comapany NameFive Star Bancorp
Division of
Corporation Finance
April 30, 2021 Page 2 Office of
Finance
FirstName LastName