DNBF DNB Financial Corporation

*        The percentage calculations herein are based upon an aggregate of 4,331,121 shares of common stock, par value $1.00 per share, of DNB Financial Corporation outstanding as of May 6, 2019, as reported in the Issuer’s Quarterly Report on Form 10Q filed with the SEC on May 6, 2019.

*         Solely in its capacity as general partner of CT Opportunity Partners I LP.  CT Opportunity Management LLC disclaims beneficial ownership except to the extent of its pecuniary interest therein.

**       The percentage calculations herein are based upon an aggregate of 4,331,121 shares of common stock, par value $1.00 per share, of DNB Financial Corporation outstanding as of May 6, 2019, as reported in the Issuer’s Quarterly Report on Form 10Q filed with the SEC on May 6, 2019.

*         The percentage calculations herein are based upon an aggregate of 4,331,121 shares of common stock, par value $1.00 per share, of DNB Financial Corporation outstanding as of May 6, 2019, as reported in the Issuer’s Quarterly Report on Form 10Q filed with the SEC on May 6, 2019

*         Mr. Cooper may be deemed to beneficially own and have shared voting and dispositive power over 256,644 shares as one of the two controlling persons of CT Opportunity Management LLC.  Mr. Cooper may be deemed to beneficially own and have sole voting and dispositive power over 23,000 shares as the controlling person of Driver.  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 4,331,121 shares of common stock, par value $1.00 per share, of DNB Financial Corporation outstanding as of May 6, 2019, as reported in the Issuer’s Quarterly Report on Form 10Q filed with the SEC on May 6, 2019

*         Mr. Thompson may be deemed to beneficially own these shares as one of the two controlling persons of CT Opportunity Management LLC. Mr. Thompson 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 4,331,121 shares of common stock, par value $1.00 per share, of DNB Financial Corporation outstanding as of May 6, 2019, as reported in the Issuer’s Quarterly Report on Form 10Q filed with the SEC on May 6, 2019

This amendment No. 9 to Schedule 13D (this “ Amendment No. 9 ”) relates to the Schedule 13D filed on January 17, 2019 (as amended and supplemented through the date of this Amendment No. 9, the “ Schedule 13D ”) by (a) CT Opportunity Partners I LP, a Delaware limited partnership, (b) CT Opportunity Management LLC, a Delaware limited liability company, (c) Driver Management Company LLC, a Delaware limited liability company, (d) J. Abbott R. Cooper, citizen of the United States of America, and (e) John B. Thompson II, a citizen of the United States of America, relating to the common stock, par value $1.00 per share (the “ Common Stock ”), of DNB Financial Corporation, a Delaware corporation (“ DNB ” or the “ Issuer ”).

Capitalized terms used but not defined in this Amendment No. 9 shall have the meanings set forth in the Schedule 13D. Except as specifically amended by this Amendment No. 9, the Schedule 13D is unchanged.

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:

(a) Unless otherwise indicated, percentage interest calculations for each Reporting Person are based upon the Issuer having 4,331,121 shares of Common Stock outstanding.

Partnership

The aggregate number of shares of Common Stock that Partnership owns beneficially pursuant to Rule 13d-3 of the Act is 110,121 shares of Common Stock, which constitutes approximately 2.54% of the outstanding shares of Common Stock.

GP

Because of its position as the general partner of Partnership, GP may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 110,121 shares of Common Stock, which constitutes approximately 2.54% of the outstanding shares of Common Stock. GP disclaims beneficial ownership of any shares owned by Partnership except to the extent of its pecuniary interest therein.

Driver

As a result of the transactions listed on Schedule 1, Separate Client Accounts managed by Driver no longer own any shares of Common Stock and Driver may no longer be deemed a beneficial owner of any shares of Common Stock.

Mr. Cooper

As one of the controlling persons of GP, Mr. Cooper may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 110,121 shares of Common Stock, which constitutes approximately 2.54% 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.

Mr. Thompson

As one of the controlling persons of GP, Mr. Thompson may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 110,121 shares of Common Stock, which constitutes approximately 52.54% of the outstanding shares of Common Stock. Mr. Thompson disclaims beneficial ownership of any shares of Common Stock held by Partnership except to the extent of his pecuniary interest therein.

(c) Schedule I hereto sets forth all transactions with respect to the Common Stock effected by the Reporting Persons during the last (60) days. All such transactions were effected in the open market, and per share prices include any commissions paid in connection with such transactions.

(e) The Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding shares of Common Stock on June 28, 2019.

Item 7.  Exhibits.

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: June 28, 2019 

Schedule I