Amended Statement of Ownership (sc 13g/a)
14 Febbraio 2023 - 2:43PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
(Amendment
No. 3)*
Under the Securities Exchange Act of
1934
Codorus
Valley Bancorp, Inc
(Name of Issuer)
Common
Stock,$2.50 par value per share
(Titles
of Class of Securities)
(CUSIP
Number)
(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 11 |
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
693,529
|
7 |
SOLE
DISPOSITIVE POWER
-
0 -
|
8 |
SHARED
DISPOSITIVE POWER
693,529
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
693,529
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.26%
(1)
|
12 |
TYPE
OF REPORTING PERSON
IA
|
|
|
|
|
(1)
Based on 9,554,605 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 28, 2022,
based on the Issuer’s Form 10-Q filed on November 7, 2022. 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 11 |
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
457,727
|
7 |
SOLE
DISPOSITIVE POWER
-
0 -
|
8 |
SHARED
DISPOSITIVE POWER
457,727
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
457,727
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.79%
(2)
|
12 |
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
(2)
Based on 9,554,605 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 28,
2022, based on the Issuer’s Form 10-Q filed on November 7, 2022.
CUSIP
No. 192025104 |
13G/A |
Page
4 of 11 |
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
220,802
|
7 |
SOLE
DISPOSITIVE POWER
-
0 -
|
8 |
SHARED
DISPOSITIVE POWER
220,802
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
220,802
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.31%
(3)
|
12 |
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
(3) | Based
on 9,554,605 shares of Common Stock (as defined below) of the Issuer (as defined below)
outstanding as of October 28, 2022, based on the Issuer’s Form 10-Q filed on November
7, 2022.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 11 |
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
204,459
|
7 |
SOLE
DISPOSITIVE POWER
-
0 -
|
8 |
SHARED
DISPOSITIVE POWER
204,459
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,459
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.14%
(4)
|
12 |
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
(4)
Based on 9,554,605 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 28, 2022,
based on the Issuer’s Form 10-Q filed on November 7, 2022.
CUSIP
No. 192025104 |
13G/A |
Page
6 of 11 |
1 |
NAME
OF REPORTING PERSON
Fourthstone
Small-Cap Financials 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
16,343
|
7 |
SOLE
DISPOSITIVE POWER
-
0 -
|
8 |
SHARED
DISPOSITIVE POWER
16,343
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,343
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.17%
(5)
|
12 |
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
(5)
Based on 9,554,605 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 28, 2022,
based on the Issuer’s Form 10-Q filed on November 7, 2022.
CUSIP
No. 192025104 |
13G/A |
Page
7 of 11 |
1 |
NAME
OF REPORTING PERSON
L.
Phillip Stone, IV
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
-
0 -
|
6 |
SHARED
VOTING POWER
693,529
|
7 |
SOLE
DISPOSITIVE POWER
-
0 -
|
8 |
SHARED
DISPOSITIVE POWER
693,529
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
693,529
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.26%
(6)
|
12 |
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
| (6) | Based
on 9,554,605 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 28, 2022, based
on the Issuer’s Form 10-Q filed on November 7, 2022. L. Phillip Stone, IV, is the Managing Member of Fourthstone LLC and
Fourthstone GP and may be deemed to beneficially own securities owned by Fourthstone. |
CUSIP
No. 192025104 |
13G/A |
Page
8 of 11 |
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), and L. Phillip Stone, IV,
a citizen of the United States of America, who is the Managing Member of Fourthstone and Fourthstone GP (each, a “Reporting
Person” and, together, the “Reporting Persons”).
Fourthstone
directly holds 693,529 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 575 Maryville Centre Drive, Suite 110, St. Louis, MO 63141.
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 per share (“Common Stock”)
CUSIP
No. 192025104 |
13G/A |
Page
9 of 11 |
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 (15 U.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
10 of 11 |
|
(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.
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.
CUSIP
No. 192025104 |
13G/A |
Page
11 of 11 |
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 14, 2023
|
Fourthstone LLC |
|
|
|
|
By: |
/s/
Amy M. Stone |
|
Name: |
Amy
M. Stone |
|
Title: |
Chief
Executive Officer |
|
|
|
|
Fourthstone Master Opportunity Fund Ltd |
|
|
|
|
By: |
/s/
Amy M. Stone |
|
Name: |
Amy
M. Stone |
|
Title: |
Chief
Executive Officer |
|
|
|
|
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: |
Chief
Executive Officer |
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