SC 13D/A

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)

Under the Securities Exchange Act of 1934
(Amendment No. 6)

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
250 Park Avenue
7^th Floor
New York, NY 10177
646-360-0791

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 13, 2021

(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 which 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.

 *         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 (SEE INSTRUCTIONS) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES  BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 640,880
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 640,880
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 640,880
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.49%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* The percentage calculations herein are based upon an aggregate of 9,751,923 shares of common stock, par value $2.50 per share, of Codorus Valley Bancorp, Inc. outstanding as of July 23, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2021

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CUSIP No. 192025104

1	NAME OF REPORTING PERSON Driver Management Company LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES  BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 640,880*
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 640,880*
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 640,880
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.49%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OOO (Limited Liability Company)

*	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 9,751,923 shares of common stock, par value $2.50 per share, of Codorus Valley Bancorp, Inc. outstanding as of July 23, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2021.

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CUSIP No. 233237106

1	NAME OF REPORTING PERSON J. Abbott R. Cooper
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES  BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 640,880*
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 640,880*
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 640,880
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.49%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

*	Mr. Cooper may be deemed to beneficially own and have shared voting and dispositive power over 618,880 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 Person except to the extent of his pecuniary interest therein.
**	The percentage calculations herein are based upon an aggregate of 9,751,923 shares of common stock, par value $2.50 per share, of Codorus Valley Bancorp, Inc. outstanding as of July 23, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2021

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Item 1. Security and Issuer.

This statement constitutes Amendment Number 4 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 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended as follows:

On September 9, 2021, Mr. Cooper sent a letter (the “September 9 Letter”) to CVLY’s lead independent director, Cynthia Dotzel, and John Giambalvo, another independent director. A copy of the September 9 Letter is attached hereto as Exhibit 99.1.

Item 7. Exhibits

Item 7 of the Schedule 13D is hereby amended as follows:

Exhibit	Description
Exhibit 99.1	September 9 Letter

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SIGNATURES

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: September 13, 2021

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
By:	/s/ J. Abbott R. Cooper
	J. Abbott R. Cooper

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EX-99.1

EXHIBIT 99.1

September 9, 2021

Ms. Cynthia Dotzel
Mr. John Giambalvo
c/o Timothy J. Nieman, Esq.
Corporate Secretary
Codorus Valley Bancorp, Inc.
105 Leader Heights Road
York, PA 17405

VIA EMAIL

Cindy and John,

I saw the press release on September 2, 2021 whereby Codorus Valley Bancorp, Inc. (the “Corporation”; its common stock, “CVLY”) announced (i) that it had completed the $5 million stock repurchase plan that was announced on January 12, 2021 (the “January Buyback Plan”) and (ii) that the Corporation’s board of directors (the “Board”) had authorized a new $5 million stock repurchase plan.

According to the Corporation’s Quarterly Report on Form 10-Q for the three months ended June 30, 2021 (the “3Q21 10-Q”), the Corporation did not repurchase any shares pursuant to the January Buyback Plan during the monts of January, February, March, April, or June, 2021. According to the 3Q21 10-Q, the only month in which the Corporation repurchased shares was April, 2021, when the Corporation repurchased 142,541 shares for an average price per share of $18.75, using up approximately $2.62 million (or 53%) of the January Buyback Plan.

Since the Corporation announced that the January Buyback Plan had been completed on September 2, 2021, the Corporation must have repurchased $2,237,900 (the amount remaining under the January Buyback Plan) worth of its shares during the months of July and August.

Set forth below is a chart showing price to tangible book value for CVLY year to date:

Source: S&P Capital IQ

250 Park Avenue

7th Floor

New York, NY 10177

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CVLY did not trade at 100% (or more) of tangible book value this year until June 16, 2021. It is well known that buying back stock below tangible book value is accretive to tangible book value. As noted in Bank Director magazine:

If you can buy your stock below book value, it’s a really attractive financial trade. You are doing the right thing for shareholders, you’re supporting the price of the stock, and financially it’s a good move.¹

An obvious question is why the Corporation and the Board decided to use only approximately half of the January Buyback Plan while CVLY was trading below tangible book value. Since tangible book value is, in Jamie Dimon’s words, a “good, very conservative measure of value” and buying back stock below tangible book value increases tangible book value per share (which should then increase the price per share of CVLY assuming the same price to book value multiple), then clearly the Corporation should have been aggressively buying back stock when CVLY was trading at or below book value.²

An obvious answer, however, would be that the Corporation and the Board decided to use the remaining amount of the January Buyback Plan only after Driver filed its initial Schedule 13D on July 6, 2021 in an attempt to demonstrate a newly discovered commitment to increasing shareholder value.

Rather than thinking about appeasing Larry Miller first and increasing shareholder value second (or third, or fourth, or last) and only when prompted to by shareholders, the Board should constantly be evaluating ways to increase shareholder value. Failing to buy back stock below tangible book value is an example of how the Board has consistently ignored opportunities to increase shareholder value. Failing to explore a sale now is an even more egregious example. At the risk of pointing out the obvious, the Board doesn’t work for Larry Miller, it works for shareholders, and it is past time for the Board to put their interests first.

#oversightnotalignment

Very truly yours,

/s/ J. Abbott R. Cooper

 _____________________

¹ https://www.bankdirector.com/issues/strategy/community-banks-are-buying-back-stock-should-you/

² https://www.jpmorganchase.com/content/dam/jpmc/jpmorgan-chase-and-co/investor-relations/documents/JPMC-2011-annual-report-letter.pdf

So buying back stock is a great option – you can do the math yourself. Haircut our earnings numbers that analysts project and forecast buying back, say, $10 billion a year for three years at tangible book value. With these assumptions, after four years, not only would earnings per share be 20% higher than they otherwise would have been, but tangible book value per share would be 15% higher than it otherwise would have been. If you like our businesses, buying back stock at tangible book value is a very good deal.

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