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)

(Amendment No. 15)¹

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

7th Floor

New York, NY 10177

646-360-0791

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 2, 2022

(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 ¨.

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.

1              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				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					640,880
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER
					640,880
			10	SHARED DISPOSITIVE POWER
					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			640,880
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			6.72%*
	14	TYPE OF REPORTING PERSON
			PN

* The percentage calculations herein are based upon an aggregate of 9,534,606 shares of common stock, par value $2.50 per share, of Codorus Valley Bancorp, Inc. outstanding as of October 26, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 1, 2021.

2

CUSIP No. 192025104

	1	NAME OF REPORTING PERSON
			Driver Management Company LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					640,880*
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER
					640,880*
			10	SHARED DISPOSITIVE POWER
					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			640,880*
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			6.72%**
	14	TYPE OF REPORTING PERSON
			OO (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 9,534,606 shares of common stock, par value $2.50 per share, of Codorus Valley Bancorp, Inc. outstanding as of October 26, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 1, 2021.

3

CUSIP No. 192025104

	1	NAME OF REPORTING PERSON
			J. Abbott R. Cooper
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			United States
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					640,880*
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER
					640,880*
			10	SHARED DISPOSITIVE POWER
					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			640,880*
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			6.72%**
	14	TYPE OF REPORTING PERSON
			IN

* Mr. Cooper may be deemed to beneficially own and have shared voting and dispositive power over 640,880 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 9,534,606 shares of common stock, par value $2.50 per share, of Codorus Valley Bancorp, Inc. outstanding as of October 26, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 1, 2021.

4

CUSIP No. 192025104

	1	NAME OF REPORTING PERSON
			Aashish R. Kamat
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			United States
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER
					0
			10	SHARED DISPOSITIVE POWER
					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			0
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			0%
	14	TYPE OF REPORTING PERSON
			IN

5

CUSIP No. 192025104

	1	NAME OF REPORTING PERSON
			John E. Kiernan
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			United States
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER
					0
			10	SHARED DISPOSITIVE POWER
					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			0
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			0%
	14	TYPE OF REPORTING PERSON
			IN

6

CUSIP No. 192025104

	1	NAME OF REPORTING PERSON
			A. Dwight Utz
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			United States
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER
					0
			10	SHARED DISPOSITIVE POWER
					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			0
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			0%
	14	TYPE OF REPORTING PERSON
			IN

7

CUSIP No. 192025104

Item 1. Security and Issuer.

This statement constitutes Amendment Number 15 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 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated as follows:

(a)       The undersigned hereby filed this Schedule 13D on behalf of Driver Opportunity Partners I LP, a Delaware limited partnership (“Partnership”), Driver Management Company LLC, a Delaware limited liability company (“Driver”), J. Abbott R. Cooper, Aashish R. Kamat, as a nominee for the Board of Directors of the Issuer (the “Board”), John E. Kiernan, as a nominee for the Board, and A. Dwight Utz, as a nominee for the Board. Partnership, Driver and Messrs. Cooper, Kamat, Kiernan and Utz are sometimes referred to as the “Reporting Persons.” The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Act”), as amended, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.

(b) — (c)

Partnership is a Delaware limited partnership, the principal purpose of which is investing in securities.

Driver is a Delaware limited liability company, the principal purpose of which is to be the general partner of Partnership and to manage certain other investments on behalf of separately managed accounts and other investment vehicles.

The principal occupation of Mr. Cooper is to serve as the managing member of Driver.

The principal occupation of Mr. Kamat is to serve as a private investor. The principal occupation of Mr. Kiernan is to serve as the Chief Executive Officer and President of Alico, Inc. The principal occupation of Mr. Utz is to serve as the Vice Chair of the board of directors of Central Penn College.

The principal place of business address of Partnership, Driver and Mr. Cooper is 250 Park Avenue, 7th Floor, New York, New York 10177.

The principal place of business address of Mr. Kamat is #10 Sorrento, Mt. Pleasant Road, Malabar Hill, Mumbai 400006, India. The principal place of business address of Mr. Kiernan is 110 Croton Avenue, Mount Kisco, New York 10549. The principal place of business address of Mr. Utz is 10 Wineberry Drive, Mechanicsburg, Pennsylvania 17055.

(d)       None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.

(f)       All of the natural persons identified in this Item 2 are citizens of the United States of America.

8

CUSIP No. 192025104

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to add the following:

On February 2, 2022, Partnership delivered a letter to the Issuer (the “Nomination Notice”) nominating a slate of three highly-qualified candidates, Aashish R. Kamat, John E. Kiernan and A. Dwight Utz (collectively, the “Nominees”), for election to the Board at the Issuer’s 2022 annual meeting of shareholders (the “2022 Annual Meeting”). The Reporting Persons believe the Nominees have the necessary experience, qualifications, and skill sets to serve as directors of the Issuer, which are described in more detail in their biographies below.

Also on February 2, 2022, the Reporting Persons issued a press release (the “Press Release”) announcing that Partnership had nominated the Nominees for election to the Board at the 2022 Annual Meeting. In the Press Release, the Reporting Persons argued that the Board and Chief Executive Officer Craig Kauffman have failed to address the Issuer’s long-term stock price underperformance, have a long history of making poor decisions for the Company, have refused to disclose information regarding the Issuer’s executive compensation plans, and lack the skills necessary to create shareholder value. The full text of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Nominees are:

Aashish R. Kamat, 56, is currently a private investor. Additionally, Mr. Kamat has served as a Senior Advisor at GCC Asia Growth Fund Limited (“GCCA”), a small-cap investment vehicle, since April 2021. Previously, Mr. Kamat served as Co-Managing Partner of GCCA, from March 2020 to March 2021. Prior to GCCA, Mr. Kamat served as Senior Partner and Chief Operating Officer at L Catterton Asia Holdings Limited, the sole shareholder of L Catterton Asia Advisors, a private equity firm, from January 2019 to October 2019. From January 2018 to December 2018, Mr. Kamat was an advisor to and investor in various start-up companies. Prior to that, Mr. Kamat held several roles at UBS Group AG (NYSE: UBS), an investment bank and financial services company, including Chief Executive Officer and Country Head of the India division from 2012 to January 2018 and Chairman of the Financial Institutions Group of the Asia Pacific region, in 2011. Prior to that, Mr. Kamat worked at JPMorgan Chase & Co. (“JPM”) (NYSE: JPM), a multinational investment bank and financial services holding company, in positions including Chief Operating Officer and Chief Financial Officer of the Asia Pacific region, from 2007 to 2010, and Global Investment Bank Controller, from 2005 to 2007. Prior to that, Mr. Kamat served in several roles at Bank of America Corporation (NYSE: BAC), a multinational investment bank and financial services holding company, including Chief Financial Officer of Global Investment Banking, from 2004 to 2005, Chief Financial Officer of Consumer Products, from 2003 to 2004, and Chief Financial Officer of the Risk Group from 2001 to 2002. Prior to that, Mr. Kamat was at JPM, with titles including Chief Financial Officer of Credit Portfolio and Structured Products, from 1998 to 2001, Global Business Controller of the Commodities group, from 1996 to 1998, and as Business Controller of Securities Lending, from 1994 to 1996. Earlier in his career, Mr. Kamat was an Audit Manager at Coopers & Lybrand LLP (n/k/a PricewaterhouseCoopers LLP), an accounting firm, from 1988 to 1994. Mr. Kamat currently serves on the boards of directors of Imagine Marketing Pvt. Limited, the owner of the boat brand, a consumer electronics company, since November 2021 and IDFC First Bank Ltd., since December 2018. Mr. Kamat also serves on the Board of Advisors of Khelshala Inc., a youth development organization, since 2013. Mr. Kamat served on the board of directors of GCCA from November 2020 to October 2021 and Turmeric Capital Mumbai Advisory Services Pvt Limited, a private equity company, from December 2020 to May 2021 and ICGS Investment Management Limited, a private equity company, from September 2020 to May 2021. Additionally, Mr. Kamat served on the boards of directors of UBS Securities India Private Unlimited and UBS India Private Limited, both subsidiaries of UBS Group AG, from 2014 to January 2018. Mr. Kamat is a Certified Public Accountant. Mr. Kamat received a B.A. in Accounting and Finance from Franklin & Marshall College.

9

CUSIP No. 192025104

John E. Kiernan, 54, is the Chief Executive Officer and President of Alico, Inc. (“Alico”) (NASDAQ: ALCO), the largest citrus producer in the U.S., since July 2019, and has served on the board of directors of Alico, since February 2020. Previously, Mr. Kiernan served as Executive Vice President and Chief Financial Officer of Alico, from 2015 to June 2019. Prior to Alico, Mr. Kiernan served as the Chief Financial Officer and Treasurer of Greenwich Associates LLC, a private research-based consulting firm serving the financial services industry, from 2011 to 2015. Prior to that, Mr. Kiernan served as the Treasurer and Senior Vice President for Capital Markets & Risk Management for Global Crossing Ltd., a telecommunications company, before its sale to Level 3 Communications, Inc., from 2009 to 2011. Mr. Kiernan held several roles at Misys Group Ltd., a financial services firm, such as Vice President of Investor Relations, from 2008 to 2009, Interim Treasurer in 2008, and Vice President of Strategy & Corporate Development, from 2007 to 2008. Earlier in his career, Mr. Kiernan served as a Director of Corporate Development at International Business Machines Corporation (NYSE: IBM), a multinational technology corporation, from 2006 to 2007, Managing Director at Susquehanna International Group, LLP, a global quantitative trading firm, in 2006, Managing Director at Bear Stearns Companies, Inc. (formerly NYSE: BSC), a global investment bank, from 1995 to 2006, and Chief Executive Officer of Alley Capital Partners, an investment firm, from 2000 to 2001. Mr. Kiernan has served as President and on the board of directors of the Camp Fire Conservation Fund, a membership organization for wildlife conservation, since April 2019. Additionally, Mr. Kiernan has served as an Executive Board member of Catholic Charities Community Services, Archdiocese of New York, which provides various professional human services throughout New York, since 2004, and as an Executive Board member of Boy Scouts of America, Westchester-Putnam Council, one of the largest scouting and youth development organizations, from 2003 to December 2020. Mr. Kiernan is a member of the New York State Bar and is a Certified Treasury Professional. Mr. Kiernan received a B.A. in Finance and History, summa cum laude, from Saint Vincent College, a J.D. from the University of Virginia School of Law, and an M.B.A. from the University of Virginia Darden Graduate School of Business Administration.

A. Dwight Utz, age 68, currently serves as Vice Chair on the board of directors of Central Penn College, a private for-profit college, since 2016. Previously, Mr. Utz served as President and Chief Executive Officer of PeoplesBank, a subsidiary of Codorus Valley Bancorp., Inc. (NYSE: CVLY) (“Codorus Valley Bancorp”), from 2016 to February 2018, Executive Vice President and Chief Operating Officer of Codorus Valley Bancorp, from 2015 to 2016, and Chief Operating Officer of PeoplesBank, from 2016 to 2016. Prior to that, Mr. Utz served as President of VantageSouth Bancshares, Inc. (formerly NYSE: VSB), the holding company of VantageSouth Bank, a community bank based in Raleigh, North Carolina, in 2013. Mr. Utz served as President and Chief Executive Officer of East Carolina Bancorp, Inc. (formerly NYSE MKT: ECBE), the holding company for The East Carolina Bank that was acquired by VantageSouth Bancshares, Inc. in 2013, and The East Carolina Bank, a state chartered, independent, community bank, from 2009 to 2013. Mr. Utz served as Executive Vice President and Chief Retail Officer at MidSouth Bancorp, Inc., the holding company for MidSouth Bank, N.A., and MidSouth Bank, N.A., a community bank, from 2001 to 2009. Mr. Utz also served as a Retail Financial Services Consultant at Contempo Design Company, an organization specializing in retail environments and design for the financial services industry, from 2000 to 2001. Mr. Utz served as Corporate Vice President, Director Branch Network Re-Engineering at PNC Financial Services Group, Inc. (NYSE: PNC), a bank holding company and financial services corporation, from 1997 to 2000, and as Corporate Vice President, Manager Line of Business Human Resources, from 1995 to 1997. Mr. Utz held various roles at CCNB Bank N.A., a multi-bank holding company, which PNC BANK Corporation purchased in 1993, including Senior Vice President, Regional Market Executive, from 1993 to 1995, Vice President, PNC Bank Integration Manager in 1993, and Vice President, Human Resources Group Manager, from 1981 to 1992. Earlier in his career, Mr. Utz held several administrative roles, from 1972 to 1981. Mr. Utz served on the boards of directors of each of Salvosa Group Inc., a community bank investment group, from September 2020 to September 2021, PeoplesBank, from March 2016 to February 2018, as Chairman of VantageSouth Bank in 2013, and East Carolina Bancorp, Inc., from 2009 to 2013. Mr. Utz is a former member of the Independent Community Bankers Association, a trade association, from approximately January 2005 to January 2018 and the Pennsylvania Bankers Association, a trade association, from January 2015 to January 2018. Mr. Utz also served as member of each of the Federal Reserve Board of Philadelphia, a member of the Federal Reserve System, on its Community Depository Advisory Council, from December 2017 to January 2018, the Pennsylvania Association of Community Bankers, an association to represent the interests of Pennsylvania’s community banks, on its Strategic Planning Committee, from September 2015 to January 2018 and the North Carolina Bankers Association, a trade organization representing members of North Carolina’s banking community, where he also served on its board of directors, from approximately January 2010 to January 2013. Mr. Utz received an Associate’s Degree in Business Administration from Central Penn College and a Graduate Degree from the University of Delaware, Stonier Graduate School of Banking.

10

CUSIP No. 192025104

Item 5. Interest in Securities of the Issuer.

Item 5(a) of the Schedule 13D is hereby amended to add the following:

(a) Messrs. Kamat, Kiernan and Utz

Messrs. Kamat, Kiernan and Utz do not beneficially own any shares of Common Stock. Messrs. Kamat, Kiernan and Utz disclaim beneficial ownership of any shares of Common Stock held by Partnership.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended to add the following:

On February 2, 2022, Partnership signed separate letter agreements (the “Indemnification Agreements”) with each of the Nominees pursuant to which it and certain of its affiliates (collectively, the “Driver Group”) agreed to indemnify the Nominees against claims arising from the solicitation of proxies from the Issuer’s shareholders in connection with the 2022 Annual Meeting and any related transactions. A form of the Indemnification Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

On February 2, 2022, the Reporting Persons entered into a Joint Filing and Solicitation Agreement (the “Joint Filing and Solicitation Agreement”), in which, among other things, (a) the Nominees agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer, to the extent required by applicable law, (b) the Nominees agreed not to undertake or effect any purchase, sale, acquisition or disposition of any securities of the Issuer without the prior written consent of the Driver Group, (c) the Nominees agreed to take such action as they deem advisable and all other action necessary or advisable in connection with the 2022 Annual Meeting, and (d) the Driver Group has the right to pre-approve all expenses incurred in connection with the group’s activities and agreed to pay directly such pre-approved expenses. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Each of the Nominees has granted Mr. Cooper power of attorney (the “POAs”) to execute certain SEC filings and other documents in connection with the 2022 Annual Meeting. A form of Power of Attorney is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

Item 7. Exhibits 

Item 7 of the Schedule 13D is hereby amended to add the following:

Exhibit	Description
Exhibit 99.1	Press Release, dated February 2, 2022.
Exhibit 99.2	Form of Indemnification Agreement.
Exhibit 99.3	Joint Filing and Solicitation Agreement, dated February 2, 2022.
Exhibit 99.4	Form of Power of Attorney.

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CUSIP No. 192025104

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: February 4, 2022

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

12

EX-99.1

Exhibit 99.1

Driver Management Nominates Three Highly-Qualified, Independent Candidates for Election to Codorus Valley Bancorp’s Board of Directors

Calls for Meaningful, Shareholder-Driven Change in Codorus Valley’s Boardroom

Decries Status Quo That Serves Management Instead of the Company’s Shareholders

NEW YORK--(BUSINESS WIRE)--Driver Management Company LLC (together with its affiliates, “Driver” or “we”), the beneficial owner of 6.72% of the outstanding shares of Codorus Valley Bancorp, Inc. (NASDAQ: CVLY) (“Codorus Valley” or the “Company”), today issued a statement regarding its decision to nominate three highly-qualified and independent candidates for election to the Company's Board of Directors (the "Board") at the 2022 Annual Meeting of Shareholders (the "Annual Meeting").

Abbott Cooper, Driver’s founder and managing member, commented:

“Like many shareholders, we are unhappy with Codorus Valley’s long-term underperformance. While Larry Miller was, in our opinion, a terrible Chief Executive Officer, simply replacing him with Craig Kauffman is not the answer. Mr. Kauffman has never been a CEO and brings limited experience as the officer of a public company. In our view, he has failed to communicate a viable plan to deliver value to long-suffering shareholders or acknowledge our concerns and, if the fourth quarter is any indication, Mr. Kauffman may prove to be even worse than Mr. Miller at creating shareholder value.

To state what we think should be obvious, Codorus Valley is a public company owned by its shareholders and we believe the current Board lacks the ownership mentality necessary to overturn years of financial underperformance and explore all avenues to value creation without bias. We seriously question the process that led to Mr. Kauffman being named CEO of the Company since it appears that he does not understand shareholder expectations or has a focus on creating shareholder value. Unlike the current Board, we do not think Mr. Kauffman “deserves” to be CEO simply due to his loyalty to Mr. Miller. To suggest that it is Mr. Kauffman’s “turn” to be CEO is offensive and we believe it reflects a fundamental disregard for shareholder value.

Under Mr. Kauffman’s leadership thus far, Codorus Valley’s performance has gone from bad to worse. We think that the 0.46% return on average assets and 5.46% return on average equity reported by the Company for the fourth quarter are simply unacceptable and indicative of fundamental problems that will not be solved by replacing Mr. Miller with his understudy. Put simply, the status quo (which Mr. Kauffman represents) isn’t working for Codorus Valley. We believe our nominees will bring the right perspectives and experience to a Board that appears more focused on rewarding management for poor performance than creating shareholder value.

Since June 2021, we have tried to engage the Board in a candid and frank discussion regarding Codorus Valley’s performance and prospects. Rather than participate in serious discussions, the Board and Mr. Kauffman seem to prefer pointless conversations about vague, aspirational plans untethered to actual performance. In addition, despite our many requests, the Board has categorically refused to provide any information regarding executive compensation arrangements that we believe clearly create a conflict of interest between management and shareholders and were adopted without the requisite care. At this point, we feel compelled to nominate candidates who we believe can be agents of change in the boardroom and help unlock the significant value trapped within Codorus Valley's underperforming shares.”

Our nominees are:

Aashish R. Kamat

Mr. Kamat holds audit and accounting expertise with extensive executive experience in banking and capital markets. Mr. Kamat is a Senior Advisor and former Co-Managing Partner at GCC Asia Growth Fund Limited, a small-cap investment vehicle. Previously, Mr. Kamat served as Chief Executive Officer and Country Head of the India division of UBS Group AG (NYSE: UBS). Earlier in his career, Mr. Kamat also held roles at JPMorgan Chase & Co. (NYSE: JPM), Bank of America Corporation (NYSE: BAC) and Coopers & Lybrand LLP (n/k/a PricewaterhouseCoopers LLP). Mr. Kamat is a Certified Public Accountant and holds a B.A. in Accounting and Finance from Franklin & Marshall College.

John E. Kiernan

Mr. Kiernan possesses significant public company executive experience and capital markets expertise. Mr. Kiernan currently serves as the Chief Executive Officer, President and director of Alico, Inc. (NASDAQ: ALCO), the largest citrus producer in the U.S. Previously, Mr. Kiernan worked at International Business Machines Corporation (NYSE: IBM), Susquehanna International Group, LLP and Bear Stearns Companies, Inc. (formerly NYSE: BSC). He holds a B.A. in Finance and History, summa cum laude, from Saint Vincent College, a J.D. from the University of Virginia School of Law and an M.B.A. from the University of Virginia Darden Graduate School of Business Administration.

A. Dwight Utz

Mr. Utz has more than four decades of banking sector experience and an unparalleled understanding of the Company's operations. Mr. Utz previously served as Chief Operating Officer and Executive Vice President of Codorus Valley Bancorp., Inc. (NYSE: CVLY) and President, Chief Executive Officer and Chief Operating Officer of its subsidiary PeoplesBank. Earlier in his career, Mr. Utz worked at VantageSouth Bancshares, Inc. (formerly NYSE: VSB) and East Carolina Bancorp, Inc. (formerly NYSE MKT: ECBE). Mr. Utz received an Associate’s Degree in Business Administration from Central Penn College and a Graduate Degree from the University of Delaware, Stonier Graduate School of Banking.

***

About Driver Management Company

Driver employs a valued-oriented, event-driven investment strategy that focuses exclusively on equities in the U.S. banking sector. The firm’s leadership has decades of experience advising and engaging with bank management teams and boards of directors on strategies for enhancing shareholder value. For information, visit www.drivermanagementcompany.com.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Driver Management Company LLC, together with the other participants named herein (collectively, “Driver”), intends to file a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2022 annual meeting of shareholders of Codorus Valley Bancorp, Inc., a Pennsylvania Company (the “Company”).

DRIVER STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be Driver Management Company LLC (“Driver Management”), Driver Opportunity Partners I LP (“Driver Opportunity”), J. Abbott R. Cooper, Aashish Kamat, John E. Kiernan and A. Dwight Utz.

As of the date hereof, the participants in the proxy solicitation beneficially own in the aggregate 640,880 shares of Common Stock, par value $2.50 per share, of the Company (the “Common Stock”). As of the date hereof, Driver Opportunity beneficially owns directly 640,880 shares of Common Stock, including 1,000 shares held in record name. As the general partner of Driver Opportunity, Driver Management may be deemed to beneficially own the shares of Common Stock directly beneficially owned by Driver Opportunity. Mr. Cooper, as the Managing Member of Driver Management, may be deemed to beneficially own the shares of Common Stock directly beneficially owned by Driver Opportunity. As of the date hereof, none of Messrs. Kamat, Kiernan or Utz own beneficially or of record any securities of the Company.

Contact

Longacre Square Partners

Charlotte Kiaie / Bela Kirpalani, 646-386-0091

driver@longacresquare.com

EX-99.2

Exhibit 99.2

Driver management company llc

250 Park Avenue, 7th Floor

New York, New York 10177

February 2, 2022

[Name of Nominee]

[Address]

Re: Codorus Valley Bancorp, Inc.

Dear [Mr. /Ms. Name of Nominee]:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Codorus Valley Bancorp, Inc. (the “Company”) in connection with the proxy solicitation that Driver Management Company LLC and certain of its affiliates (collectively, the “Driver Group”) is considering undertaking to nominate and elect directors at the Company’s 2022 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Driver Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter (“Agreement”) will set forth the terms of our agreement.

The members of the Driver Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Driver Group Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this Agreement; provided further, that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Driver Group Solicitation and any related transactions (each, a “Loss”).

In the event you are notified or otherwise become aware of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Driver Group prompt written notice (including through electronic submission) of such claim or Loss (provided that failure to promptly notify the Driver Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure). Upon receipt of such written notice, the Driver Group will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. The Driver Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.

You hereby agree to keep confidential and not disclose to any party, without the consent of the Driver Group, any confidential, proprietary or non-public information (collectively, “Information”) of the Driver Group or its affiliates which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Driver Group or its affiliates or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Driver Group so that the Driver Group or any member thereof may seek a protective order or other appropriate remedy or, in the Driver Group’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or the Driver Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Driver Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Driver Group and, upon the request of a representative of the Driver Group, all such Information shall be returned or, at the Driver Group’s option, destroyed by you, with such destruction confirmed by you to the Driver Group in writing.

This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

*               *               *

If you agree to the foregoing terms, please sign below to indicate your acceptance.

Very truly yours,
Driver Management Company LLC
By:
Name:	J. Abbott R. Cooper
Title:	Managing Member

ACCEPTED AND AGREED:

[NAME OF NOMINEE]

EX-99.3

Exhibit 99.3

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Codorus Valley Bancorp, Inc., a Pennsylvania corporation (the “Company”);

WHEREAS, Driver Management Company LLC, Driver Opportunity Partners I LP, J. Abbott R. Cooper (collectively, “Driver”) and Aashish R. Kamat, John E. Kiernan and A. Dwight Utz (collectively, the “Nominees”) wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2022 annual meeting of shareholders of the Company (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 2^nd day of February 2022 by the parties hereto:

1.       In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his, her or its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2.       So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3.       So long as this agreement is in effect, each of the Nominees agrees to provide Driver advance written notice prior to effecting any purchase, sale, acquisition or disposal of any securities of the Company which he or she has, or would have, direct or indirect beneficial ownership so that Driver has an opportunity to review the potential implications of any such transaction in the securities of the Company and pre-clear any such potential transaction in the securities of the Company by any such Nominee. Each of the Nominees agrees that he or she shall not undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without the prior written consent of Driver.

4.       Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

5.       Driver shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.

6.       Each of the undersigned agrees that any filing with the Securities and Exchange Commission, press release or shareholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be first approved by Driver, or its representatives, which approval shall not be unreasonably withheld.

7.       The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he, she or it deems appropriate, in his, her or its sole discretion, respectively, provided that all such transactions are made in compliance with the terms of this agreement and all applicable securities laws.

8.       This agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

9.       In the event of any dispute arising out of the provisions of this agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

10.       Any party hereto may terminate his, her or its obligations under this agreement on 24 hours’ written notice to all other parties, with a copy by fax to Andrew M. Freedman at Olshan, Fax No. (212) 451-2222.

11.       Each party acknowledges that Olshan shall act as counsel for both the Group and Driver and its affiliates relating to their investment in the Company.

12.       Each of the undersigned parties hereby agrees that this agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the day and year first above written.

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

/s/ J. Abbott R. Cooper

J. Abbott R. Cooper

/s/ Aashish Kamat

Aashish Kamat

/s/ John E. Kiernan

John E. Kiernan

/s/ A. Dwight Utz

A. Dwight Utz

EX-99.4

Exhibit 99.4

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Abbott Cooper the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Codorus Valley Bancorp, Inc., a Pennsylvania corporation (the “Company”) directly or indirectly beneficially owned by Driver Management Company LLC or any of its affiliates (collectively, “Driver”) and (ii) any proxy solicitation by Driver to elect Driver’s slate of director nominees to the board of directors of the Company at the 2022 annual meeting of shareholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

1.if applicable, executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by Driver that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2.if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3.executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of Driver;

4.performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5.taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of Driver unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2^nd day of February 2022.

[NOMINEE]