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CUSIP No. 677719106
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13G/A
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1
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NAMES OF REPORTING PERSONS
Ohio Valley Banc Corp. Employees' Stock Ownership Plan and Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
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5
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SOLE VOTING POWER
-0-
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SHARES
BENEFICIALLY
OWNED
BY EACH
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6
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SHARED VOTING POWER
-0-
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REPORTING PERSON
WITH
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
350,170
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,170
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.51%
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12
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TYPE OF REPORTING PERSON*
EP
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CUSIP No. 677719106
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13G/A
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1
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NAMES OF REPORTING PERSONS
The Ohio Valley Bank Company
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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NUMBER OF
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5
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SOLE VOTING POWER
5,852
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SHARES
BENEFICIALLY
OWNED
BY EACH
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6
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SHARED VOTING POWER
-0-
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REPORTING PERSON
WITH
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7
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SOLE DISPOSITIVE POWER
5,852
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8
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SHARED DISPOSITIVE POWER
350,170
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
356,022
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.63%
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12
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TYPE OF REPORTING PERSON*
BK
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Item 1(a).
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Name of Issuer:
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Ohio Valley Banc Corp.
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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420 Third Avenue
P.O. Box 240
Gallipolis, OH 45631
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Item 2(a).
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Name of Person Filing:
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Ohio Valley Banc Corp. Employees' Stock Ownership Plan and Trust
The Ohio Valley Bank Company
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Item 2(b).
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Address of Principal Business Office or, if none,
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Residence:
420 Third Avenue
P.O. Box 240
Gallipolis, OH 45631
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Item 2(c).
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Citizenship:
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The Ohio Valley Banc Corp. Employees' Stock Ownership Plan and Trust was formed, and The Ohio Valley Bank Company was incorporated, under the laws of the State of Ohio.
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Item 2(d).
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Title and Class of Securities:
Common Shares
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Item 2(e).
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CUSIP Number
677719106
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ x ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[ ]
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Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[ ]
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An investment adviser in accordance with § 240.13d‑1(b)(1)(ii)(E).
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(f)
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[ x ]
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
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(g)
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[ ]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 13(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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[ ]
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J)
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(k)
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership:
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The Ohio Valley Banc Corp. Employees' Stock Ownership Plan and Trust
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(a)
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Amount Beneficially Owned:
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350,170
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(b)
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Percent of Class:
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7.51%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: -0-
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(ii)
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shared power to vote or to direct the vote: -0-
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(iii)
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sole power to dispose or to direct the disposition of: -0-
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(iv)
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shared power to dispose or to direct the disposition of: 350,170
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The Ohio Valley Bank Company
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(a)
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Amount Beneficially Owned:
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356,022
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(b)
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Percent of Class:
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7.63%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 5,852
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(ii)
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shared power to vote or to direct the vote: -0-
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(iii)
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sole power to dispose or to direct the disposition of: 5,852
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(iv)
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shared power to dispose or to direct the disposition of: 350,170
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At December 31, 2016, there were 350,170 common shares of Ohio Valley Banc Corp. owned by the Ohio Valley Banc Corp. Employees' Stock Ownership Plan and Trust (the "Plan"). As of July 3, 2015, The Ohio Valley Bank Company was appointed trustee of the plan and David W. Thomas was removed as trustee of the plan. Under the terms of the Plan and applicable law, the trustee votes all shares allocated to the accounts of participants as directed by the participants to whose accounts such shares have been allocated. With respect to unallocated shares and allocated shares with respect to which no instructions have been received, the trustee shall vote such shares in the trustee's discretion. As of December 31, 2016, all 350,170 shares in the Plan were allocated to the accounts of plan participants.
The trustee has limited power to dispose of the Plan shares, as set forth in the Plan, such as in order to pay participants or to diversify accounts at participant direction or if no funds are otherwise provided to pay expenses of the Plan, or as may be required by law to fulfill the trustee's fiduciary duty. The trustee is directed by the Plan to invest Plan assets primarily in shares of Ohio Valley Banc Corp.
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| The Bank holds 5,852 shares as trustee of various other trusts. | |
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Inapplicable
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person:
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The participants in the ESOP have the right to receive dividends on the shares allocated to their accounts.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
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Inapplicable
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Item 8.
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Identification and Classification of Members of the Group:
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Inapplicable
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Item 9.
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Notice of Dissolution of Group:
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Inapplicable
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Item 10.
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Certification:
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By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
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Signature:
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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.
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OHIO VALLEY BANC CORP.
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EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST
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By: The Ohio Valley Bank Company, Trustee
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February 2, 2017
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By: /s/ Richard D. Scott – VP, Trust
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Date
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Richard D. Scott – VP, Trust
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THE OHIO VALLEY BANK COMPANY
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February 2, 2017
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By: /s/ Scott W. Shockey - CFO
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Date
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Scott W. Shockey - CFO
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OHIO VALLEY BANC CORP.
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EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST
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By: The Ohio Valley Bank Company, Trustee
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February 2, 2017
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By: /s/ Richard D. Scott – VP, Trust
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Date
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Richard D. Scott – VP, Trust
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THE OHIO VALLEY BANK COMPANY
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February 2, 2017
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By: /s/ Scott W. Shockey - CFO
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Date
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Scott W. Shockey - CFO
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