UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
Temecula Valley Bancorp Inc.
(Name of Issuer)
Preferred Stock
(Title of Class of Securities)
879734200
(CUSIP Number)
Neil M. Cleveland
28046 Del Rio Road, Suite C
Temecula, California 92590
(951) 676-4148
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 11, 2011
(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:
x
.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 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.
CUSIP No. 879734200
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1
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Names of Reporting Persons.
Ryan Heslop
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2
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Check the Appropriate Box if a Member of a Group (See Instruction)
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(a)
¨
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(b)
x
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization
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United States
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Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
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0
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8
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Shared Voting Power
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1,428,126
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9
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Sole Dispositive Power
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0
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10
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Shared Dispositive Power
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1,428,126
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,428,126
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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¨
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13
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Percent of Class Represented by Amount in Row (11)
64.5%
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14
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Type of Reporting Person (See Instructions)
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IN
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CUSIP No. 879734200
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1
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Names of Reporting Persons.
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2
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Check the Appropriate Box if a Member of a Group (See Instruction)
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(a)
¨
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(b)
x
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization
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United States
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Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
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0
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8
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Shared Voting Power
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1,428,126
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9
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Sole Dispositive Power
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0
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10
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Shared Dispositive Power
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1,428,126
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,428,126
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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¨
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13
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Percent of Class Represented by Amount in Row (11
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64.5%
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14
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Type of Reporting Person (See Instructions)
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IN
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CUSIP No. 879734200
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1
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Names of Reporting Persons.
Firefly Value Partners, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instruction)
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(a)
¨
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(b)
x
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization
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Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
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0
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8
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Shared Voting Power
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1,428,126
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9
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Sole Dispositive Power
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0
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10
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Shared Dispositive Power
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1,428,126
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,428,126
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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¨
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13
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Percent of Class Represented by Amount in Row (11)
64.5%
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14
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Type of Reporting Person (See Instructions)
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PN
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CUSIP No. 879734200
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1
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Names of Reporting Persons.
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2
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Check the Appropriate Box if a Member of a Group (See Instruction)
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(a)
¨
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(b)
x
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization
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Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
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0
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8
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Shared Voting Power
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1,428,126
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9
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Sole Dispositive Power
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0
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10
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Shared Dispositive Power
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1,428,126
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,428,126
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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¨
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13
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Percent of Class Represented by Amount in Row (11)
64.5%
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14
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Type of Reporting Person (See Instructions)
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OO
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CUSIP No. 879734200
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1
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Names of Reporting Persons.
Firefly Management Company GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instruction)
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(a)
¨
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(b)
x
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3
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SEC Use Only
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4
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Source of Funds
N/A
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization
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Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
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0
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8
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Shared Voting Power
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1,428,126
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9
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Sole Dispositive Power
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0
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10
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Shared Dispositive Power
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1,428,126
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,428,126
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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¨
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13
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Percent of Class Represented by Amount in Row (11)
64.5%
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14
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Type of Reporting Person (See Instructions)
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CUSIP No. 879734200
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1
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Names of Reporting Persons.
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2
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Check the Appropriate Box if a Member of a Group (See Instruction)
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(a)
¨
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(b)
x
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3
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SEC Use Only
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4
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Source of Funds
WC
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6
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Citizenship or Place of Organization
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Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
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0
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8
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Shared Voting Power
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1,428,126
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9
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Sole Dispositive Power
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0
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10
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Shared Dispositive Power
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1,428,126
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,428,126
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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¨
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13
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Percent of Class Represented by Amount in Row (11)
64.5%
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14
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Type of Reporting Person (See Instructions)
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Introduction
This
Amendment No. 14 (“Amendment No. 14”) amends Items 2, 3, 5 and 7 of the Schedule 13D originally filed by (i) FVP
Master Fund, L.P., a Cayman Islands exempted limited partnership (“FVP Master Fund”), (ii) FVP US-Q, LP, a
Delaware limited partnership (“FVP Fund” and collectively with FVP Master Fund, the “Funds”), (iii)
Firefly Value Partners, LP, a Delaware limited partnership (“Firefly Partners”), which serves as the investment
manager of the Funds pursuant to investment management agreements, (iv) FVP GP, LLC, a Delaware limited liability company
(“FVP GP”), which serves as the general partner of the Funds, (v) Firefly Management Company GP, LLC, a Delaware
limited liability company (“Firefly Management”), which serves as the general partner of Firefly Partners, and
(vi) Messrs. Ryan Heslop and Ariel Warszawski, the managing members of FVP GP and Firefly Management (all of the foregoing,
collectively, “Reporting Persons”) on April 23, 2010 (the “Original Statement”), Amendment No. 1 to
the Original Statement filed on May 5, 2010 (“Amendment No. 1”), Amendment No. 2 to the Original Statement filed
on May 11, 2010 (“Amendment No. 2”), Amendment No. 3 to the Original Statement filed on May 13, 2010
(“Amendment No. 3”), Amendment No. 4 to the Original Statement filed on June 4, 2010 (“Amendment No.
4”), Amendment No. 5 to the Original Statement filed on June 9, 2010 (“Amendment No. 5”), Amendment No. 6
to the Original Statement filed on June 29, 2010 (“Amendment No. 6”), Amendment No. 7 to the Original Statement
filed on July 15, 2010 (“Amendment No. 7”), Amendment No. 8 to the Original Statement filed on August 31, 2010
(“Amendment No. 8”), Amendment No. 9 to the Original Statement filed on September 7, 2010 (“Amendment No.
9”), Amendment No. 10 to the Original Statement filed on September 15, 2010 (“Amendment No. 10”), Amendment
No. 11 to the Original Statement filed on October 8, 2010 (“Amendment No. 11”), Amendment No. 12 to the Original
Statement filed on November 24, 2010 (“Amendment No. 12”) and Amendment No. 13 to the Original Statement filed on
January 7, 2011. This Amendment No. 14 relates to Trust Preferred Securities (“Shares”) of Temecula
Valley Bancorp, Inc. Unless specifically amended hereby, the disclosure set forth in the Original Statement, as
amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment
No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12 and Amendment No. 13, shall
remain unchanged.
Item 2. Identity & Background
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(a)
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This
Amendment 14 is being filed by: (i) FVP Master Fund, L.P., a Cayman Islands exempted limited partnership (“FVP Master
Fund”), (ii) Firefly Value Partners, LP, a Delaware limited partnership (“Firefly Partners”), which serves
as the investment manager of FVP Master Fund pursuant to an investment management agreement, (iii) FVP GP, LLC, a Delaware
limited liability company (“FVP GP”), which serves as the general partner of FVP Master Fund, (v) Firefly
Management Company GP, LLC, a Delaware limited liability company (“Firefly Management”), which serves as the
general partner of Firefly Partners, and (vi) Messrs. Ryan Heslop and Ariel Warszawski, the managing members of FVP GP and
Firefly Management (all of the foregoing, collectively, “Reporting Persons”). The Funds are private investment
vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. FVP
Master Fund directly owns all of the shares reported in this Amendment 14. Messrs. Heslop and Warszawaki, Firefly Partners,
Firefly Management and FVP GP may be deemed to share with the FVP Master Fund voting and dispositive power with respect to such shares.
Each Reporting Person disclaims beneficial ownership with respect to any shares other than those owned directly by such
Reporting Person.
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(b)
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The Principal Business Office of the FVP Master Fund is:
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c/o dms Corporate Services, Ltd.
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P.O. Box 1344
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dms House
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20 Genesis Close
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Grand Cayman, KY1-1108
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Cayman Islands
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The Principal Business Office of Messrs. Heslop and Warszawski, Firefly Partners, FVP GP and Firefly Management is:
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551 Fifth Avenue, 36th Floor
New York, NY 10176
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(c)
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The principal business of the Reporting Persons is to invest and trade in a wide variety of securities and financial instruments. Each of the Reporting Persons is engaged in the investment business.
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(d)
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During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
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(e)
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During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws
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(f)
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Messrs. Heslop and Warszawski are citizens of the United States.
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Item 3 Source and Amount of Funds or Other Consideration
The gross investment costs (including commissions, if any) of the Shares purchased by the Reporting Persons is approximately $1,114,727.03, at purchase prices ranging from $0.05 to $1.7500 per Share. The source of these funds was the working capital of FVP Master Fund, for which Firefly Partners acts as investment manager.
Item 5. Interest in Securities of the Issuer
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a.
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The responses of the Reporting Persons to Items (11) and (13) on the cover pages of this Amendment No. 14 are incorporated herein by reference. The total number of Shares outstanding is 2,213,750.
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b.
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The responses of the Reporting Persons to Items (7) through (10) on the cover pages of this Amendment No. 14 are incorporated herein by reference.
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c.
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See Item 3, above, and Item 4 in the Original Statement. The transactions in the Issuer’s securities by FVP Master Fund in the last sixty days are listed as ANNEX A attached hereto and made a part hereof.
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d.
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None.
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e.
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Not applicable.
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Item 7. Material to be Filed as Exhibits
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Exhibit No.
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Document
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99.1
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Joint Filing Agreement, dated April 12, 2011, among Ryan Heslop, Ariel Warszawski, Firefly Value Partners, LP, FVP GP, LLC, Firefly Management Company, LLC and FVP Master Fund, L.P. to file this amended joint statement on Schedule 13D.
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ANNEX A
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Account
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Date
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Buy/Sell
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Number of
Shares
1
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Price per
Share ($)
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FVP Master Fund
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February 18, 2011
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Buy
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10,000
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1.7000
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FVP Master Fund
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March 23, 2011
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Buy
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2,000
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1.7500
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FVP Master Fund
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March 25, 2011
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Buy
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3,000
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1.7000
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FVP Master Fund
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March 30, 2011
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Buy
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4,500
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1.7000
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FVP Master Fund
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April 11, 2011
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Buy
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2,000
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1.6500
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1
All transactions relate to Trust Preferred shares, as described in Item 1 on the Original Statement.
Signature
After reasonable inquiry, and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: April 12, 2011
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/s/
Ryan Heslop
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Ryan Heslop
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Ariel Warszawski
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Firefly Value Partners, LP
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FVP GP, LLC
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Firefly Management Company GP, LLC
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FVP Master Fund, L.P.
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/s/ Ariel Warszawski
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Ariel Warszawski, for himself and as
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Managing Member of FVP GP (for itself and
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as general partner of FVP Master Fund) and
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Firefly Management (for itself and as general
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partner of Firefly Partners)
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