Filing Details

    

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

Codorus Valley Bancorp, Inc.

(Name of Issuer)

 

Common Stock, par value $2.50 per share

(Title of Class of Securities)

 

192025104

(CUSIP Number)

 

J. Abbott R. Cooper
Driver Management Company LLC
250 Park Avenue
7^th Floor
New York, NY 10177
646-360-0791 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

August 5, 2021

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*	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 disclosures provided in a prior cover page.

    

The information required on 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. 192025104

 

1	NAME OF REPORTING PERSON   Driver Opportunity Partners I LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   640,880
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   640,880
	10	SHARED DISPOSITIVE POWER   0

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   640,880
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.49%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

 

*	The percentage calculations herein are based upon an aggregate of 9,751,923 shares of common stock, par value $2.50 per share, of Codorus Valley Bancorp, Inc. outstanding as of July 23, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2021

  

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CUSIP No. 192025104

 

1	NAME OF REPORTING PERSON   Driver Management Company LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   640,880*
		8	SHARED VOTING POWER   0
		9	SOLE DISPOSITIVE POWER   640,880*
		10	SHARED DISPOSITIVE POWER   0

  

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   640,880
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.49%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OOO (Limited Liability Company)

 

*	Solely in its capacity as general partner of Driver Opportunity Partners I LP. Driver Management Company LLC disclaims beneficial ownership except to the extent of its pecuniary interest therein.
**	The percentage calculations herein are based upon an aggregate of 9,751,923 shares of common stock, par value $2.50 per share, of Codorus Valley Bancorp, Inc. outstanding as of July 23, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2021.

  

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CUSIP No. 233237106

 

1	NAME OF REPORTING PERSON   J. Abbott R. Cooper
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   640,880*
		8	SHARED VOTING POWER   0
		9	SOLE DISPOSITIVE POWER   640,880*
		10	SHARED DISPOSITIVE POWER   0

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   640,880
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.40%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

 

*	Mr. Cooper may be deemed to beneficially own and have shared voting and dispositive power over 618,880 shares of common stock, par value $2.50 per share, of Codorus Valley Bancorp, Inc as the controlling person of Driver Management Company LLC. Mr. Cooper disclaims beneficial ownership of any shares held by any of the Reporting Person except to the extent of his pecuniary interest therein.
**	The percentage calculations herein are based upon an aggregate of 9,751,923 shares of common stock, par value $2.50 per share, of Codorus Valley Bancorp, Inc. outstanding as of July 23, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2021

  

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Item 1. Security and Issuer.

 

This statement constitutes Amendment Number 1 to the Schedule 13D (as amended from time to time, the “Schedule 13D”) relating to the common stock, $2.50 par value (the “Common Stock”), of Codorus Valley Bancorp, Inc., a Pennsylvania corporation (“CVLY” or the “Issuer”) and hereby amends the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on July 6, 2021. Capitalized terms used but not otherwise defined herein shall have the meaning given them in the Schedule 13D.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 640,880 shares (the “Shares”) of Common Stock. The Shares were purchased by Partnership in open market transactions using the capital of the Partnership. The aggregate purchase price of the Shares was $12,652,425.27

 

Item 4. Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended as follows:

 

On July 29, 2021, Mr. Cooper sent a letter (the “July 29 Letter”) to Ms. Cynthia Dotzel, the Issuer’s lead independent director. A copy of the July 29 Letter is attached hereto as Exhibit 99.1.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5(a) and Item 5(c) of the Schedule 13D are hereby amended as follows:

 

(a) Unless otherwise indicated, percentage interest calculations for each Reporting Person are based upon the Issuer having 9,876,692 shares of Common Stock outstanding as of April 23, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2021.

 

Partnership

 

The aggregate number of shares of Common Stock that Partnership owns beneficially pursuant to Rule 13d-3 of the Act is 640,880 shares of Common Stock, which constitutes approximately 6.49% of the outstanding shares of Common Stock.

 

Driver

 

Because of its position as the general partner of Partnership, Driver may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 640,880 shares of Common Stock, which constitutes approximately 6.49% of the outstanding shares of Common Stock. Driver disclaims beneficial ownership of any shares owned by Partnership except to the extent of its pecuniary interest therein.

 

Mr. Cooper

 

As the controlling person of Driver, Mr. Cooper may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 640,880 shares of Common Stock, which constitutes approximately 6.49% of the outstanding shares of Common Stock. Mr. Cooper disclaims beneficial ownership of any shares of Common Stock held by Partnership except to the extent of his pecuniary interest therein.

 

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(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days and not previously reported on Schedule 13D. Except as otherwise noted below, all such transactions were purchases of Shares in the open market and the table includes commissions paid in per share prices.

 

Date of Transaction	Number of Shares	Price Per Share ($)
July 23, 2021	25,000	21.85

 

Item 7.  Exhibits

 

Item 7 of the Schedule 13D is hereby amended as follows:

   

Exhibit		Description
Exhibit 99.1		July 29 Letter

 

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SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

	Driver Opportunity Partners I LP
Dated: August 5, 2021	By:	Driver Management Company LLC, its general partner
	By:	/s/ J. Abbott R. Cooper
	Name:	J. Abbott R. Cooper
	Title:	Managing Member
	Driver Management Company LLC
	By:	/s/ J. Abbott R. Cooper
	Name:	J. Abbott R. Cooper
	Title:	Managing Member
	By	/s/ J. Abbott R. Cooper
		J. Abbott R. Cooper

    

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