SecProbe.io

CORRESP
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filename1.htm

    May 3, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:	      Lory
Empie

Marc Thomas

Jessica Livingston

David Lin

 Re: Five
                                         Star Bancorp

                                         Amendment No. 1 to

Registration
Statement on Form S-1

Filed April 26, 2021

File No. 333-255143

Ladies and Gentlemen:

On behalf
of Five Star Bancorp (“Five Star” or the “Company”), we are submitting this letter in response
to a letter, dated April 30, 2021, from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) with respect to the Company’s Amendment No. 1 to the Registration Statement on Form S-1
filed with the Commission on April 26, 2021 (the “Registration Statement Amendment No. 1”). The Company is
concurrently filing Amendment No. 2 to the Registration Statement (the “Registration Statement Amendment No. 2”),
which includes changes to reflect responses to the Staff’s comments and other updates.

The numbering
of the paragraphs below corresponds to the numbering of the comments in the letter from the Staff. For the Staff’s convenience,
we have incorporated the text of the Staff’s comments into this response letter in italics. Unless otherwise indicated,
page references in the responses correspond to the page numbers in the Registration Statement Amendment No. 2, and page references
otherwise correspond to the page numbers in the Registration Statement Amendment No. 1. Capitalized terms used in this letter
but otherwise not defined herein shall have the meanings set forth in the Registration Statement Amendment No. 2.

The responses
provided herein are based upon information provided to Covington & Burling LLP by the Company. In addition to submitting this
letter via EDGAR, we are sending you supplementally the Registration Statement Amendment No. 2 (marked to show changes from the
Registration Statement Amendment No. 1).

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

May 3, 2021

Page 2

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.

Response
to Comment No. 1: The Company respectfully advises the Staff that it has revised the disclosure on pages 22 and 23 of the
Registration Statement Amendment No. 2 in response to the Staff’s comment.

 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.

Response
to Comment No. 2: The Company respectfully advises the Staff that it has revised the disclosure on pages 22 and 23 of the
Registration Statement Amendment No. 2 in response to the Staff’s comment.

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.

Response
to Comment No. 3: The Company respectfully advises the Staff that it has revised the disclosure on pages 46 and 146 of
the Registration Statement Amendment No. 2 in response to the Staff’s comment.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

May 3, 2021

Page 3

*****

Please
contact me at (212) 841-1017 or Rusty Conner at (202) 662-5986 with any questions or further comments regarding our responses
to the Staff’s comments.

    Sincerely,

/s/ Christopher J. DeCresce

Christopher J. DeCresce

Covington & Burling LLP

 cc: James
                                         Beckwith, Five Star Bancorp

                                         Frank (Rusty) M. Conner III, Covington & Burling LLP

Charlotte
May, Covington & Burling LLP

Steven B. Stokdyk, Latham & Watkins LLP

Brent T. Epstein, Latham & Watkins LLP