8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.

Date of Report:  June 5, 2012
(Date of earliest event reported)

Oak Valley Bancorp
(Exact name of registrant as specified in its charter)

CA	001-34142	26-2326676
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
125 N. Third Ave. Oakdale, CA	95361
(Address of principal executive offices)	(Zip Code)

(209) 848-2265
(Registrant’s telephone number, including area code)

Not Applicable
(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

Oak Valley Bancorp (“Company”) is furnishing presentation materials included as Exhibit 99.1 to this report pursuant to Item 7.01 of Form 8-K.  The Company presented these materials addressing, among other things, the Company’s business strategies and financial performance, at the Company’s Annual Meeting of Shareholders on Tuesday, June 5, 2012 at 4:00 p.m.  The foregoing description of information contained in the presentation is qualified by reference to such presentation materials attached as Exhibit 99.1.  The Company is not undertaking to update this presentation or the information contained therein.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

This report will not be deemed an admission as to the materiality of any information herein or contained in the presentation (including Exhibit 99.1).

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:

None
(b) Pro forma financial information:

None
(c) Shell company transactions:

None
(d) Exhibits

99.1       Oak Valley Bancorp presentation materials on June 5, 2012

SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 7, 2012	OAK VALLEY BANCORP
	By:		/s/ Richard A. McCarty
		Richard A. McCarty
		Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and duly authorized signatory)

Exhibit Index

Exhibit No.	Description
99.1	Oak Valley Bancorp presentation materials on June 5, 2012

EX-99.1

Exhibit 99.1

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Forward-Looking Statement This presentation includes forward-looking statements about the corporation for which the corporation claims the protection of safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management's knowledge and belief as of today and include information concerning the corporation's possible or assumed future financial condition, and its results of operations and business. Forward-looking statements are subject to risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include fluctuations in interest rates, government policies and regulations (including monetary and fiscal policies), legislation, economic conditions, including increased energy costs in California, credit quality of borrowers, operational factors and competition in the geographic and business areas in which the company conducts its operations. All forward-looking statements included in this press release are based on information available at the time of the release, and the Company assumes no obligation to update any forward-looking statement.

Company Overview Company Name: Oak Valley Bancorp, est. 2008 Headquartered in Oakdale, CA Subsidiaries: - Oak Valley Community Bank, est. 1991 - Eastern Sierra Community Bank, Division of OVCB, est. 2000 Ownership: Public; Listed on NASDAQ under the ticker “OVLY” Assets: $612 million Employees: 135 Number of Locations: 14

Branch Footprint Oakdale Sonora Modesto – 12th & I Bridgeport Mammoth Lakes Bishop Modesto-Dale Turlock Stockton Patterson Ripon Escalon Modesto – McHenry Manteca

Stockton 12th & I, Escalon Sonora Oakdale Modesto Bridgeport Mammoth Lakes Bishop, Dale Rd Turlock, Patterson, Ripon, LPO Modesto-McHenry, Manteca Assets (in millions)

Highlights Strong NIM Solid Asset Quality Recognition for Achievements

Net Earnings before Preferred Dividends (in thousands)

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NIM – 5 Year Peer Comparison (Peer: CA Commercial Banks $300M-$1B (average))

Asset Quality 2007 2008 2009 2010 2011 NPA to Assets OVCB 2.00% 1.47% 3.16% 2.22% 1.32% Peer 0.71% 2.20% 3.61% 3.66% 3.08% Net Charge-offs to Loans OVCB 0.10% 0.28% 1.04% 0.68% 0.29% Peer 0.13% 0.60% 1.47% 1.45% 0.98% Return on Average Assets OVCB 0.88% 0.47% 0.40% 0.88% 1.02% Peer 0.49% -0.15% -0.60% 0.00% 0.36% (Peer: CA Commercial Bank $300M-$1B(average))

Achievements KBW - 2011 Bank Honor Roll 45 banks and thrifts that have performed strongly over the past 10 years SNL - 2011 Top 100 Ranking of community banks with assets between $500M and $5B

Strategic Direction Relationship Banking High Level of Customer Contact Low-Cost Core Deposits Strong Risk Management Strategic Opportunity

Historic Stock Price Summary

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