SC 13G/A 1 tm2412674d2_sc13ga.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Five Star Bancorp

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

33830T103

(CUSIP Number)

December 31, 2023

(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)

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 1,011,500
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 1,011,500
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,011,500
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)	5.9%
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 1,011,500¹
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 1,011,500
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,011,500
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)	5.9%
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 1,011,500²
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 1,011,500
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,011,500
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)	5.9%
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 1,011,500³
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 1,011,500
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,011,500
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)	5.9%
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 Asset Management, L.P., which is the 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”).

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: 1,011,500 shares of Common Stock.

(b)

Percent of class beneficially owned by each Reporting Person: 5.9%.

(c)

Number of shares as to which each of the Reporting Persons has (i) the sole power to vote or direct the vote of: 1,011,500, (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: 1,011,500, and (iv) the shared power to dispose or to direct the disposal of: 0.

CUSIP No. 33830T103

Page 7 of 8 Pages

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 17,257,023 shares of Common Stock issued and outstanding as of November 3, 2023, as reported in the quarterly report of the Issuer on Form 10-Q for its fiscal quarter ended September 30, 2023. The amounts and percentages of beneficial ownership reported herein are as of December 31, 2023.

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:

April 26, 2024

	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

SEC Form SC 13G/A filed by Five Star Bancorp (Amendment)