Sec Form 13G Filing - Oates-Fairrington Kathryn Ruth filing for FIVE STAR BANCORP (FSBC) - 2022-02-09

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.
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UNITED STATES

 
  SECURITIES AND EXCHANGE COMMISSION    
  Washington, D.C. 20549    
       

SCHEDULE 13G

 

(Amendment No. )*

 

Under the Securities Exchange Act of 1934

 

Five Star Bancorp

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

33830T 103

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
o Rule 13d-1(c)
x 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 (“Exchange 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. 33830T 103
 
  1.

Names of Reporting Persons

Kathryn Ruth Oates-Fairrington

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x (Joint filers)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
United States of America
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power*
0
 
6. Shared Voting Power*
1,151,387
 
7. Sole Dispositive Power*
0
 
8. Shared Dispositive Power*
1,151,387
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person*
1,151,387
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
  11. Percent of Class Represented by Amount in Row (9)*
6.7%
 
  12. Type of Reporting Person (See Instructions)
IN
           
             

 

* See Item 4 below.

 
 

CUSIP No. 33830T 103

 

  1. Names of Reporting Persons
Philip David Oates
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x (Joint filers)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
United States of America
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power*
0
 
6. Shared Voting Power*
1,054,386
 
7. Sole Dispositive Power*
0
 
8. Shared Dispositive Power*
1,054,386
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person*
1,054,386
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
  11. Percent of Class Represented by Amount in Row (9)*
6.1%
 
  12. Type of Reporting Person (See Instructions)
IN
           
             

 

* See Item 4 below.

 
 

CUSIP No. 33830T 103

 

  1. Names of Reporting Persons
Oates Administrative Trust
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) x (Joint filers)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
California, United States of America
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power*
885,835
 
6. Shared Voting Power*
0
 
7. Sole Dispositive Power*
885,835
 
8. Shared Dispositive Power*
0
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person*
885,835
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
 
  11. Percent of Class Represented by Amount in Row (9)*
5.1%
 
  12. Type of Reporting Person (See Instructions)
OO (trust)
           
             

 

* See Item 4 below.

 
 

Item 1.
  (a) Name of Issuer
Five Star Bancorp
  (b)

Address of Issuer’s Principal Executive Offices
3100 Zinfandel Drive, Suite 100

Rancho Cordova, California 95670

 
Item 2.
  (a)

Name of Person(s) Filing
Kathryn Ruth Oates-Fairrington

Philip David Oates

Oates Administrative Trust

  (b)

Address of Principal Business Office or, if none, Residence
555 Capitol Mall, Suite 900

Sacramento, California 95814

  (c)

Citizenship
Kathryn Ruth Oates-Fairrington - United States of America

Philip David Oates - United States of America

Oates Administrative Trust - California, United States of America

  (d) Title of Class of Securities
Common Stock, no par value per share
  (e) CUSIP Number
33830T 103
   
Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  Not applicable.
   
Item 4. Ownership

 

This Schedule 13G (this “Statement”) relates to the common stock, no par value per share (the “Shares”), of Five Star Bancorp (the “Issuer”) held by Kathryn Ruth Oates-Fairrington, Philip David Oates, and the Oates Administrative Trust (collectively, the “Reporting Persons”). The Reporting Persons are filing this Statement jointly pursuant Rule 13d-1(k)(1), and this Statement is filed on behalf all such Reporting Persons, as the Reporting Persons are required to file a statement containing the information required by Schedule 13G with respect to the same securities, namely, the Shares held by the Oates Administrative Trust. Kathryn Ruth Oates-Fairrington disclaims beneficial ownership in the Shares otherwise held by Philip David Oates over which she does not have any voting and dispositive power. Philip David Oates disclaims beneficial ownership in the Shares otherwise held by Kathryn Ruth Oates-Fairrington over which he does not have any voting and dispositive power. Oates Administrative Trust disclaims beneficial ownership in the Shares otherwise held by Kathryn Ruth Oates-Fairrington and Philip David Oates over which it does not have any voting and dispositive power.

 

(a)Amount beneficially owned:
Reporting Person  Number of
Shares
 
Kathryn Ruth Oates-Fairrington   1,151,387(1)
Philip David Oates   1,054,386(2)
Oates Administrative Trust   885,835(3)
 
 
(b)Percent of class:
Reporting Person  Percent of
Class
 
Kathryn Ruth Oates-Fairrington   6.7%(4)
Philip David Oates   6.1%(4)
Oates Administrative Trust   5.1%(4)

 

(c)Number of shares as to which the person has:

 

(i)Sole power to vote or direct the vote:
Reporting Person  Number of
Shares
 
Kathryn Ruth Oates-Fairrington   0(1)
Philip David Oates   0(2)
Oates Administrative Trust   885,835(3)

 

(ii)Shared power to vote or direct the vote:
Reporting Person  Number of
Shares
 
Kathryn Ruth Oates-Fairrington   1,151,387(1)
Philip David Oate s   1,054,386(2)
Oates Administrative Trust   0(3)

 

(iii)Sole power to dispose or direct the disposition of:
Reporting Person  Number of
Shares
 
Kathryn Ruth Oates-Fairrington   0(1)
Philip David Oates   0(2)
Oates Administrative Trust   885,835(3)

 

(iv)Shared power to dispose or direct the disposition of:
Reporting Person  Number of
Shares
 
Kathryn Ruth Oates-Fairrington   1,151,387(1)
Philip David Oates   1,054,386(2)
Oates Administrative Trust   0(3)

 

 

(1)Consists of: (i) 265,552 Shares held by The Gregory Fairrington & Kathryn Oates-Fairrington Living Trust dated September 15, 2011, of which Kathryn Ruth Oates-Fairrington is one of two trustees, as well as beneficiary, and has shared power to vote, or direct the disposition of, the Shares held by this trust, and (ii) 885,835 Shares held by the Oates Administrative Trust, of which Kathryn Ruth Oates-Fairrington is one of three trustees, as well as beneficiary, and has shared power to vote, or direct the disposition of, the Shares held by this trust.
(2)Consists of: (i) 168,551 Shares held by The Philip and Jana Oates Family Trust dated October 11, 2002, of which Philip David Oates is one of two trustees, as well as beneficiary, and has shared power to vote, or direct the disposition of, the Shares held by this trust, and (ii) 885,835 Shares held by the Oates Administrative Trust, of which Philip David Oates is one of three trustees, as well as beneficiary, and has shared power to vote, or direct the disposition of, the Shares held by this trust.
 
 
(3)Kathryn Ruth Oates-Fairrington and Philip David Oates are two of the three trustees of the Oates Administrative Trust, as well as two of the four beneficiaries. Oates Administrative Trust has sole power to vote or direct the vote, as well as sole power to dispose or to direct the disposition of, the Shares held by this trust.
(4)The percentage is based upon 17,223,808 Shares outstanding of the Issuer as of November 5, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with Securities and Exchange Commission on November 10, 2021.

 

Item 5.

 

Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

 

  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. Certifications
 

 

Not applicable.

 

Materials to be Filed as Exhibits

 

 

Exhibit No. Description
   
99.1 Joint Filing Agreement between Kathryn Ruth Oates-Fairrington, Philip David Oates, and Oates Administrative Trust

 
 

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: February 9, 2022

   
  /s/ Kathryn Ruth Oates-Fairrington
  Name: Kathryn Ruth Oates-Fairrington
   
  /s/ Philip David Oates
  Name: Philip David Oates
   
  OATES ADMINISTRATIVE TRUST
   
  /s/ Kathryn Ruth Oates-Fairrington
  Name: Kathryn Ruth Oates-Fairrington
  Title: Co-trustee
   
  /s/ Philip David Oates
  Name: Philip David Oates
  Title: Co-trustee

 

Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).