Amended Statement of Ownership (sc 13g/a)
February 17 2021 - 6:08AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
(Amendment No. 1)*
Under the Securities Exchange Act of
1934
Codorus
Valley Bancorp, Inc
(Name of Issuer)
Common Stock,$2.50 par value
(Titles of Class of Securities)
192025104
(CUSIP Number)
December 31, 2020
(Date of Event Which
Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule
13d-1(b)
☐
Rule 13d-1(c)
☐
Rule 13d-1(d)
* The remainder of this
cover page shall be filled out of 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 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,
as amended (the “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
|
13G/A
|
Page 2 of 10
|
1
|
NAME OF REPORTING PERSON
Fourthstone LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5
|
SOLE VOTING POWER
- 0 -
|
6
|
SHARED VOTING POWER
782,800
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
782,800
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
782,800
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.99% (1)
|
12
|
TYPE OF REPORTING PERSON
IA
|
|
|
|
|
(1)
Based on 9,795,362 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October
23, 2020, based on the Issuer’s Form 10-Q filed on November 2, 2020. Fourthstone LLC acquired the Issuer’s shares in
the ordinary course of business as a registered investment adviser and not with the purpose nor with the effect of influencing
the control of the Issuer.
CUSIP No. 192025104
|
13G/A
|
Page 3 of 10
|
1
|
NAME OF REPORTING PERSON
Fourthstone Master Opportunity Fund Ltd
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5
|
SOLE VOTING POWER
- 0 -
|
6
|
SHARED VOTING POWER
525,769
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
525,769
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
525,769
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.37% (2)
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
(2)
Based on 9,795,362 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October
23, 2020, based on the Issuer’s Form 10-Q filed on November 2, 2020.
CUSIP No. 192025104
|
13G/A
|
Page 4 of 10
|
1
|
NAME OF REPORTING PERSON
Fourthstone GP LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH:
|
5
|
SOLE VOTING POWER
- 0 -
|
6
|
SHARED VOTING POWER
231,654
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
231,654
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
231,654
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.36% (3)
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
(3)
Based on 9,795,362 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 23, 2020,
based on the Issuer’s Form 10-Q filed on November 2, 2020. Fourthstone GP LLC is the general partner of and may be deemed
to beneficially own securities owned by, Fourthstone QP Opportunity Fund LP and Fourthstone Small-Cap Financials Fund LP.
CUSIP No. 192025104
|
13G/A
|
Page 5 of 10
|
1
|
NAME OF REPORTING PERSON
Fourthstone QP Opportunity Fund LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
5
|
SOLE VOTING POWER
- 0 -
|
6
|
SHARED VOTING POWER
216,019
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
216,019
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
216,019
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.21% (4)
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
(4)
Based on 9,795,362 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October
23, 2020, based on the Issuer’s Form 10-Q filed on November 2, 2020.
CUSIP No. 192025104
|
13G/A
|
Page 6 of 10
|
1
|
NAME OF REPORTING PERSON
Fourthstone Small-Cap Financials Fund LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(c) ☐
(d) ☐
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
WITH:
|
5
|
SOLE VOTING POWER
- 0 -
|
6
|
SHARED VOTING POWER
15,635
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
15,635
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,635
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.16% (5)
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
(5)
Based on 9,795,362 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October
23, 2020, based on the Issuer’s Form 10-Q filed on November 2, 2020.
CUSIP No. 192025104
|
13G/A
|
Page 7 of 10
|
|
Item 1(a).
|
Name of Issuer:
|
Codorus Valley Bancorp, Inc. (the “Issuer”)
|
Item 1(b).
|
Address of Issuer’s
Principal Executive Offices:
|
105 Leader Heights Road
P.O. Box 2887
York, PA 17405-2887
|
Item 2(a).
|
Name of Person Filing:
|
This Schedule 13G is being filed by Fourthstone
LLC, a Missouri Limited Liability Company and Investment Adviser (“Fourthstone”). The persons reporting information
on this Schedule 13G include, in addition to Fourthstone, a company incorporated in the Cayman Islands (“Fourthstone Master
Opportunity Fund”), a Delaware Limited Partnership (“Fourthstone QP Opportunity”), a Delaware Limited
Partnership (“Fourthstone Small-Cap Financials”), a Missouri Limited Liability Company (“Fourthstone
GP,” General Partner of Fourthstone QP Opportunity and Fourthstone Small-Cap Financials), (each, a “Reporting
Person” and, together, the “Reporting Persons”).
Fourthstone directly holds 782,800 shares
of Common Stock on behalf of its advisory clients. Each of the Reporting Persons listed in this filing certify the securities referred
to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the
Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having
that effect.
|
Item 2(b).
|
Address of Principal
Business Office or, if none, Residence:
|
The principal business address of each of the Reporting
Persons is as follows:
The registered office of Fourthstone LLC, Fourthstone
Master Opportunity Fund Ltd., Fourthstone GP LLC, Fourthstone QP Opportunity Fund LP, Fourthstone Small-Cap Financials Fund LP
is 13476 Clayton Road, St Louis, MO 63131.
See response to Item 4 of each of the cover pages.
|
Item 2(d).
|
Titles of Classes of
Securities:
|
Common Stock, $2.50 par value (“Common Stock”)
CUSIP No. 192025104
|
13G/A
|
Page
8 of 10
|
192025104
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
|
|
(a)
|
☐
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
|
|
(b)
|
☐
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
(c)
|
☐
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
|
|
(d)
|
☐
Investment company registered under Section 8 of the Investment Company Act of 1940 (15U.S.C 80a-8).
|
|
(e)
|
☒ Investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
☐
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
☐
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
☐
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C.
1813).
|
|
(i)
|
☐
Church plan that is excluded from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act (15 U.S.C. 80a-3). (j) ☐ Non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
☐
Group in accordance with §240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
(a)
|
Amount Beneficially Owned:
|
|
|
|
|
|
See responses to Item 9 on each cover page.
|
|
|
|
|
(b)
|
Percent of Class:
|
|
|
|
|
|
See responses to Item 11 on each cover page.
|
|
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
|
|
|
(i) Sole power to vote or to direct the vote:
|
|
|
|
|
|
See responses to Item 5 on each cover page.
|
CUSIP No. 192025104
|
13G/A
|
Page 9 of 10
|
|
(ii)
|
Shared power to vote
or to direct the vote:
|
See responses to Item 6 on each cover page.
|
(iii)
|
Sole power to dispose
or to direct the disposition of:
|
See responses to Item 7 on each cover page.
|
(iv)
|
Shared power to dispose
or to direct the disposition of:
|
See responses to Item 8 on each cover page.
|
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 ☐.
|
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.
|
Not applicable.
|
Item 8.
|
Identification and Classification
of Members of the Group.
|
Not applicable.
|
Item 9.
|
Notice of Dissolution
of Group.
|
Not Applicable.
Not Applicable.
CUSIP No. 192025104
|
13G/A
|
Page 10 of 10
|
SIGNATURE
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.
Dated: February 16, 2021
|
Fourthstone LLC
|
|
|
|
By:
|
/s/ Amy Stone
|
|
Name:
|
Amy M. Stone
|
|
Title:
|
President
|
|
Fourthstone Master Opportunity Fund Ltd
|
|
|
|
By:
|
/s/ Amy M. Stone
|
|
Name:
|
Amy M. Stone
|
|
Title:
|
President
|
|
Fourthstone QP Opportunity Fund LP
|
|
Fourthstone Small-Cap Financials Fund LP
|
|
|
|
By:
|
Fourthstone GP LLC, the General Partner
|
|
|
|
By:
|
/s/ Amy M. Stone
|
|
Name:
|
Amy M. Stone
|
|
Title:
|
President
|
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