Five Star Bancorp Form 4 / Larry Eugene Allbaugh ownership change

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^*

Allbaugh Larry Eugene

(Last)

(First)

(Middle)

C/O FIVE STAR BANCORP

3100 ZINFANDEL DRIVE, SUITE 100

(Street)

RANCHO CORDOVA

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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/11/2024		G		2,000⁽¹⁾	D	$0	499,512⁽²⁾	I	By self as Trustee⁽³⁾
Common Stock								1,010,778	I	OAT Trustee⁽⁴⁾⁽⁵⁾
Common Stock								410,695	I	J Oates-Holt QSST Trustee⁽⁴⁾⁽⁶⁾
Common Stock								410,695	I	K Oates-Fairrington QSST Trustee⁽⁴⁾⁽⁷⁾
Common Stock								410,695	I	M Applegate QSST Trustee⁽⁴⁾⁽⁸⁾
Common Stock								410,695	I	P Oates QSST Trustee⁽⁴⁾⁽⁹⁾
Common Stock								10,000	I	Buzz Oates LLC Non-Member Manager⁽¹⁰⁾
Common Stock								10,000	I	Buzz Oates Group of Companies Shareholder⁽¹¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This transaction involved a gift of securities by Mr. Allbaugh, the reporting person, to a donor advised fund.

2. Includes 1,638 unvested shares granted pursuant to the Five Star Bancorp 2021 Equity Incentive Plan with all shares scheduled to vest on December 31, 2024, provided the reporting person, Mr. Allbaugh, remains as a director with Five Star Bancorp on that date.

3. Shares are held by the Larry and Laura Allbaugh Living Trust dated November 5, 1997, for which Mr. Allbaugh serves as a trustee.

4. As trustee of this trust, Mr. Allbaugh has voting and dispositive power over these shares and may be deemed to be the indirect beneficial owner of such shares for purposes of Section 16. However, Mr. Allbaugh is not the beneficiary of this trust. Accordingly, Mr. Allbaugh disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Allbaugh is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

5. Shares are held by the Oates Administrative Trust, for which Mr. Allbaugh serves as a trustee.

6. Shares are held by the QSST Subtrust of the Judy Oates-Holt Irrevocable Trust, dated December 16, 2009, for which Mr. Allbaugh serves as trustee.

7. Shares are held by the QSST Subtrust of the Kathryn Oates-Fairrington Irrevocable Trust, dated December 16, 2009, for which Mr. Allbaugh serves as trustee.

8. Shares are held by the QSST Subtrust of the Marvilyn E. Applegate Irrevocable Trust, dated December 16, 2009, for which Mr. Allbaugh serves as trustee.

9. Shares are held by the QSST Subtrust of the Philip D. Oates Irrevocable Trust, dated December 16, 2009, for which Mr. Allbaugh serves as trustee.

10. Shares are held by Buzz Oates LLC, of which Mr. Allbaugh is a non-member manager. Mr. Allbaugh disclaims beneficial ownership of the shares held by Buzz Oates LLC.

11. Shares are held by Buzz Oates Group of Companies, of which Mr. Allbaugh is a shareholder and the Chief Executive Officer. Mr. Allbaugh has significant influence over Buzz Oates Group of Companies and may be deemed to be the indirect beneficial owner of such shares for purposes of Section 16. Mr. Allbaugh disclaims beneficial ownership of the shares held by Buzz Oates Group of Companies, except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Larry E. Allbaugh, by Heather C. Luck, Attorney-in-Fact	12/12/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Five Star Bancorp (FSBC) Form 4FIVE STAR BANCORP / Larry Eugene Allbaugh ownership change