UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Chemung Financial Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
164024101
(CUSIP Number)
December 31, 2020
(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 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 the 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. 164024101 |
13G
|
Page 2 of 6 Pages
|
| 1 |
NAME OF REPORTING PERSON
Dalrymple Family Limited Partnership |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
343,542 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
343,542 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,542 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
|
CUSIP No. 164024101
|
13G
|
Page 3 of 6 Pages
|
| 1 |
NAME OF REPORTING PERSON
Henry M. Dalrymple |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
343,542 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
343,542 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,542 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3% |
|
| 12 |
TYPE OF REPORTING PERSON
IN |
|
CUSIP No. 164024101
|
13G
|
Page 4 of 6 Pages
|
| 1 |
NAME OF REPORTING PERSON
Matthew D. Dalrymple |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
343,542 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
343,542 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,542 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3% |
|
| 12 |
TYPE OF REPORTING PERSON
IN |
|
CUSIP No. 164024101
|
13G
|
Page 5 of 6 Pages
|
| Item 1(a) | Name of Issuer: |
| Chemung Financial Corporation | |
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
| One Chemung Canal Plaza | |
| Elmira, NY 14901 | |
| Item 2(a) | Name of Person Filing: |
| The information required by Item 2(a) is set forth in Row 1 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | |
| Item 2(b) | Address of Principal Business Office or, if none, Residence: |
|
The address of Dalrymple Family Limited Partnership is:
2105 South Broadway Pine City, NY 14871 | |
|
The address of Henry M. Dalrymple is:
990 County Rt. 64 Elmira, NY 14903
The address of Matthew D. Dalrymple is:
2115 Stephens Pl., Ste.210 New Braunfels, TX 78130 | |
| Item 2(c) | Citizenship: |
| The information required by Item 2(c) is set forth in Row 4 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | |
| Item 2(d) | Title of Class of Securities: |
| Common Stock, $0.01 par value | |
| Item 2(e) | CUSIP Number: |
| 164024101 | |
| Item 3 | Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c): |
| The information required by Item 3 is set forth in Row 12 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | |
| Item 4 | Ownership: |
| The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | |
| Item 5 | Ownership of Five Percent or Less of a Class: |
| Not Applicable |
|
CUSIP No. 164024101
|
13G
|
Page 6 of 6 Pages
|
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
| The shares set forth in Item 4 are held for the benefit of general and limited partners of Dalrymple Family Limited Partnership, none of whom has the right to receive, or the power to direct the receipt of, dividends or sale proceeds from more than 5% of the class of securities. | |
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
| Not Applicable. | |
| Item 8 | Identification and Classification of Members of the Group: |
| Not Applicable | |
| Item 9 | Notice of Dissolution of Group: |
| Not Applicable | |
| Item 10 | Certification: |
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.
Dated: February 13, 2023
| DALRYMPLE FAMILY LIMITED PARTNERSHIP | ||
| By: | /s/ David J. Dalrymple | |
| Name: | David J. Dalrymple | |
| Title: | Vice President | |
Exhibit A
Joint Filing Agreement
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he or she knows or has reason to believe that such information is inaccurate.
Dated: February 4, 2021
| DALRYMPLE FAMILY LIMITED PARTNERSHIP | ||
| By: | /s/ David J. Dalrymple | |
| Name: | David J. Dalrymple | |
| Title: | Vice President | |
| HENRY M. DALRYMPLE | |
| /s/ Henry M. Dalrymple |
| MATTHEW D. DALRYMPLE | |
| /s/ Matthew D. Dalrymple |