SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Rizzo Michael Anthony

(Last) (First) (Middle)
C/O FIVE STAR BANCORP
3100 ZINFANDEL DRIVE, SUITE 100

(Street)
RANCHO CORDOVA CA 95670

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FIVE STAR BANCORP [ FSBC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & Chief Banking Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/20/2022
4. If Amendment, Date of 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
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 01/20/2022 A 516(1) A $0 22,906 I By self as trustee(2)
Common Stock 05/11/2021 G V 641 A $0 641 I See footnote(3)
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. Granted pursuant to the Five Star Bancorp 2021 Equity Incentive Plan. One-third of the award of restricted stock vested immediately upon grant, with the remaining two-thirds to vest in equal annual installments over two years on January 1st of each year, provided Mr. Rizzo, the reporting person, remains employed by Five Star Bancorp on the respective vesting dates.
2. Shares are held by The Rizzo Family Trust, dated December 4, 2019, for which Mr. Rizzo serves as trustee. Consists of 129 shares of unvested stock awards which are scheduled to vest on January 1, 2023 and 7,000 shares which were granted pursuant to the Five Star Bancorp 2021 Equity Incentive Plan and are scheduled to vest in equal installments over a five-year period, provided Mr. Rizzo remains employed by Five Star Bancorp on the respective vesting dates.
3. Bona fide gift of shares to The Rizzo Living Trust, dated 4/29/99, for the benefit of Mr. Rizzo's minor child and for which Mr. Rizzo serves as custodian.
/s/ Michael A. Rizzo, by Heather C. Luck, Attorney-in-Fact 01/24/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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