Filing Details

Accession Number:
0000921895-23-001751
Form Type:
13D Filing
Publication Date:
2023-07-27 20:00:00
Filed By:
Driver Management Co Llc
Company:
Codorus Valley Bancorp Inc (NASDAQ:CVLY)
Filing Date:
2023-07-28
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Driver Opportunity Partners I 58,519 58,519 0 58,519 Less than 1%
Driver Management Company 58,519 58,519 0 58,519 Less than 1%
J. Abbott R. Cooper 58,519 58,519 0 58,519 Less than 1%
Filing

UNITED STATES

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)

(Amendment No. 19)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
1266 East Main Street

Suite 700R

Stamford, CT 06902

(646) 360-0791

 

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2250

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 11, 2022

(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 that 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.

 

 

 

1              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 (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         58,519  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          58,519  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        58,519  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%*  
  14   TYPE OF REPORTING PERSON  
         
        PN  

* The percentage calculations herein are based upon an aggregate of 9,594,217 shares of common stock, par value $2.50 per share, of Codorus Valley Bancorp, Inc. outstanding as of April 28, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2023.

  

2

CUSIP No. 192025104

  1   NAME OF REPORTING PERSON  
         
        Driver Management Company LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         58,519*  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          58,519*  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        58,519*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%**  
  14   TYPE OF REPORTING PERSON  
         
        OO  

* 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 9,594,217 shares of common stock, par value $2.50 per share, of Codorus Valley Bancorp, Inc. outstanding as of April 28, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2023.

  

3

CUSIP No. 192025104

 

  1   NAME OF REPORTING PERSON  
         
        J. Abbott R. Cooper  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        United States  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         58,519*  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          58,519*  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        58,519*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%**  
  14   TYPE OF REPORTING PERSON  
         
        IN  

* Mr. Cooper may be deemed to beneficially own and have shared voting and dispositive power over 58,519 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 Persons except to the extent of his pecuniary interest therein.

** The percentage calculations herein are based upon an aggregate of 9,594,217 shares of common stock, par value $2.50 per share, of Codorus Valley Bancorp, Inc. outstanding as of April 28, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2023.

  

4

CUSIP No. 192025104

Item 1. Security and Issuer.

This statement constitutes Amendment Number 19 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.

 

Item 3 of the Schedule 13D is hereby amended and restated as follows:

The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 58,519 shares of Common Stock. The shares of Common Stock were purchased by Partnership in open market transactions using the capital of Partnership. The aggregate purchase price of the shares of Common Stock was $1,205,180.

Item 5. Interests in Securities of the Issuer.

Items 5 (a)–(c) and (e) are hereby amended and restated to read as follows:

(a) Unless otherwise indicated, percentage interest calculations for each Reporting Person are based upon the Issuer having 9,594,217 shares of Common Stock outstanding as of April 28, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2023.

Partnership

The aggregate number of shares of Common Stock that Partnership owns beneficially pursuant to Rule 13d-3 of the Act is 58,519 shares of Common Stock, which constitutes less than 1% 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 58,519 shares of Common Stock, which constitutes less than 1% 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 58,519 shares of Common Stock, which constitutes less than 1% 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.

5

CUSIP No. 192025104

(b) Partnership has the power to vote or direct the vote of, and to dispose or direct the disposition of the shares of Common Stock owned directly by it.

Driver, as the general partner of Partnership, has the power to vote or direct the vote of, and to dispose or direct the disposition of the shares of Common Stock owned directly by Partnership.

Mr. Cooper, as the controlling person of Driver, may be deemed to have sole power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by Partnership.

(c) The transactions effected by the Reporting Persons since November 11, 2022 are set forth on Schedule A attached hereto.

(e) As of July 26, 2023, the Reporting Persons ceased to beneficially own more than 5% of the outstanding shares of Common Stock.

6

CUSIP No. 192025104

SIGNATURE

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.

Dated: July 28, 2023

 

  Driver Opportunity Partners I LP
   
  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
     
     
 

/s/ J. Abbott R. Cooper

  J. Abbott R. Cooper
7

CUSIP No. 192025104

SCHEDULE A

Transactions in Securities of the Issuer

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Security ($)

Date of

Purchase / Sale

 

DRIVER OPPORTUNITY PARTNERS I LP

Sale of Common Stock (100,000) 22.2250 11/11/2022
Sale of Common Stock (379) 23.5207 12/08/2022
Sale of Common Stock (4,770) 23.4941 12/09/2022
Sale of Common Stock (9,428) 23.5075 12/12/2022
Sale of Common Stock (7,440) 23.4815 12/13/2022
Sale of Common Stock (15,344) 23.0963 12/15/2022
Sale of Common Stock (237) 23.1873 12/16/2022
Sale of Common Stock (130) 23.0115 12/19/2022
Sale of Common Stock (659) 23.0263 12/20/2022
Sale of Common Stock (10,881) 23.1631 12/21/2022
Sale of Common Stock (208) 23.0422 12/22/2022
Sale of Common Stock (1,489) 23.7513 01/05/2023
Sale of Common Stock (22,942) 23.7582 01/06/2023
Sale of Common Stock (4,872) 23.7051 01/10/2023
Sale of Common Stock (7,332) 23.9149 01/11/2023
Sale of Common Stock (921) 23.8682 01/12/2023
Sale of Common Stock (1,303) 23.8575 01/13/2023
Sale of Common Stock (893) 23.8500 01/17/2023
Sale of Common Stock (6,601) 23.8535 01/20/2023
Sale of Common Stock (1,933) 23.8724 01/24/2023
Sale of Common Stock (5,613) 23.7701 01/25/2023
Sale of Common Stock (300) 23.8500 01/26/2023
Sale of Common Stock (1,624) 24.2038 01/27/2023
Sale of Common Stock (3,501) 24.2035 01/30/2023
Sale of Common Stock (13,317) 24.4559 01/31/2023
Sale of Common Stock (11,558) 24.5494 02/01/2023
Sale of Common Stock (10,391) 24.5396 02/02/2023
Sale of Common Stock (1,167) 24.6566 02/03/2023
Sale of Common Stock (689) 25.7422 02/06/2023
Sale of Common Stock (831) 25.6079 02/08/2023
Sale of Common Stock (1,802) 25.5725 02/09/2023
Sale of Common Stock (547) 21.0122 03/23/2023
Sale of Common Stock (4,402) 21.0123 03/24/2023
Sale of Common Stock (900) 20.0494 06/23/2023
Disposition of Common Stock1 (267,162) 0.0000 07/26/2023
Sale of Common Stock (30) 23.5300 07/27/2023

 


1 Represents a distribution of shares of Common Stock by Partnership to its limited partners for no consideration