Keefe, Bruyette & Woods, Inc.
787 Seventh Avenue 4th Floor
New York, New York 10019
May 3, 2021
VIA EDGAR
U.S. Securities and Exchange Commission Division of Corporation Finance
100 F Street, N.E. Washington, D.C. 20549
| Re: | Five Star Bancorp |
Registration Statement on Form S-1
File No. 333-255143
Acceleration Request Requested Date: May 4 , 2021
Requested Time: 4:00 p.m., Eastern Standard Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of the several underwriters, hereby join in the request of Five Star Bancorp (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 4:00 PM, Eastern Time, on May 4, 2021, or at such later time as the Company or its outside counsel, Covington & Burling LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.
Pursuant to Rule 460 under the Act, we, as representative of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s preliminary prospectus dated April 26, 2021:
| (i) | Dates of distribution: April 26, 2021 through the date hereof; |
| (ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 3; |
| (iii) | Number of prospectuses furnished to prospective investors: approximately 710; |
| (iv) | Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 50. |
The undersigned, as representative of the several underwriters, has complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
Very truly yours,
By Keefe, Bruyette & Woods, Inc.
Acting severally on behalf of itself and the several
Underwriters
By: /s/ Michael Garea
Name: Michael Garea
Title: Managing Director