Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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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:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*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).
| CUSIP No. 33830T103 | Page 2 of 8 Pages |
| 1 | NAME OF REPORTING PERSONS Davis Partnership, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 881,495 |
| 6 | SHARED VOTING POWER | |
| 7 | SOLE DISPOSITIVE POWER | |
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
881,495 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
5.1% |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
|
PN |
| CUSIP No. 33830T103 | Page 3 of 8 Pages |
| 1 | NAME OF REPORTING PERSONS Davis Asset Management, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 881,4951 |
| 6 | SHARED VOTING POWER | |
| 7 | SOLE DISPOSITIVE POWER | |
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
881,495 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
5.1% |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
|
OO |
1 Shares reported in this table are held by Davis Partnership, L.P., of which the Reporting Person is the sole general partner.
| CUSIP No. 33830T103 | Page 4 of 8 Pages |
| 1 | NAME OF REPORTING PERSONS Davis Capital Partners, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 881,4952 |
| 6 | SHARED VOTING POWER | |
| 7 | SOLE DISPOSITIVE POWER | |
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
881,495 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
5.1% |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
|
OO |
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.
| CUSIP No. 33830T103 | Page 5 of 8 Pages |
| 1 | NAME OF REPORTING PERSONS Lansing A. Davis | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 881,4953 |
| 6 | SHARED VOTING POWER | |
| 7 | SOLE DISPOSITIVE POWER | |
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
881,495 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
5.1% |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
|
HC; IN |
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.
| CUSIP No. 33830T103 | Page 6 of 8 Pages |
| ITEM 1(a). | NAME OF ISSUER |
Five Star Bancorp (the “Issuer”)
| ITEM 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
3100 Zinfandel Drive, Suite 100
Rancho Cordova, CA 95670
| ITEM 2(a). | NAME OF PERSONS FILING |
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.
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The business address of each of the Reporting Persons is 3 Harbor Drive, Suite 301, Sausalito, CA 94965.
| ITEM 2(c). | CITIZENSHIP |
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.
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES |
Common stock, no par value (the “Common Stock”).
| ITEM 2(e). | CUSIP NUMBER |
33830T103
| ITEM 3. | Not Applicable. |
| ITEM 4. | OWNERSHIP |
| (a) | Amount beneficially owned by each Reporting Person: 881,495 shares of Common Stock. |
| (b) | Percent of class beneficially owned by each Reporting Person: 5.1%. |
| CUSIP No. 33830T103 | Page 7 of 8 Pages |
| (c) | Number of shares as to which each of the Reporting Persons has (i) the sole power to vote or direct the vote of: 881,495, (ii) the shared power to vote or to direct the vote of: 0, (iii) the sole power to dispose or to direct the disposal of: 881,495, and (iv) the shared power to dispose or to direct the disposal of: 0. |
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.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Not applicable.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
Not applicable.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Not applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
Not applicable.
| ITEM 10. | CERTIFICATION |
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.
| CUSIP No. 33830T103 | Page 8 of 8 Pages |
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.
| Date: | November 29, 2022 |
| Davis Partnership, L.P. | ||
| By: | Davis Asset Management, L.P., | |
| its General Partner | ||
| By: | Davis Capital Partners, LLC, | |
| its General Partner | ||
| By: | /s/ Lansing A. Davis | |
| Lansing A. Davis | ||
| Managing Member | ||
| Davis ASSET MANAGEMENT, L.P. | ||
| By: | Davis Capital Partners, LLC, | |
| its General Partner | ||
| By: | /s/ Lansing A. Davis | |
| Lansing A. Davis | ||
| Managing Member | ||
| Davis Capital Partners, LLC | ||
| By: | /s/ Lansing A. Davis | |
| Lansing A. Davis | ||
| Managing Member | ||
| Lansing A. Davis | ||
| /s/ Lansing A. Davis | ||
| Lansing A. Davis | ||
| CUSIP No. 33830T103 |
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.
| Davis Partnership, L.P. | ||
| By: | Davis Asset Management, L.P., | |
| its General Partner | ||
| < td colspan="2" style="font: 10pt Times New Roman, Times, Serif"> | ||
| By: | Davis Capital Partners, LLC, | |
| its General Partner | ||
| By: | /s/ Lansing A. Davis | |
| Lansing A. Davis | ||
| Managing Member | ||
| Davis ASSET MANAGEMENT, L.P. | ||
| By: | Davis Capital Partners, LLC, | |
| its General Partner | ||
| By: | /s/ Lansing A. Davis | |
| Lansing A. Davis | ||
| Managing Member | ||
| Davis Capital Partners, LLC | ||
| By: | /s/ Lansing A. Davis | |
| Lansing A. Davis | ||
| Managing Member | ||
| Lansing A. Davis | ||
| /s/ Lansing A. Davis | ||
| Lansing A. Davis | ||