SEC Form SC 13G/A filed by Ohio Valley Banc Corp. (Amendment)

CUSIP No.   677719106     

13G/A

1

NAMES OF REPORTING PERSONS

 

Ohio Valley Banc Corp. Employees' Stock Ownership Plan and Trust

 

 

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

5

SOLE VOTING POWER

 

-0-

SHARES

BENEFICIALLY

OWNED

BY EACH

6

SHARED VOTING POWER

 

-0-

 

REPORTING PERSON

WITH

7

SOLE DISPOSITIVE POWER

 

-0-

 

8

SHARED DISPOSITIVE POWER

 

317,860

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

317,860

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.7%

 

12

TYPE OF REPORTING PERSON*

 

EP

 

CUSIP No.   677719106     

13G/A

1

NAMES OF REPORTING PERSONS

 

The Ohio Valley Bank Company

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                                                                                    (a)  ☐

 

                                                                                                                                    (b)  ☐

 

3

SEC USE ONLY

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ohio

 

 

 

 

NUMBER OF

5

SOLE VOTING POWER

 

24,316

 

SHARES

BENEFICIALLY

OWNED

BY EACH

6

SHARED VOTING POWER

 

-0-

 

REPORTING PERSON

WITH

7

SOLE DISPOSITIVE POWER

 

24,316

 

8

SHARED DISPOSITIVE POWER

 

317,860

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

342,176

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.2%

12

TYPE OF REPORTING PERSON*

 

BK

 

Name of Issuer:

Ohio Valley Banc Corp.

Address of Issuer's Principal Executive Offices:

420 Third Avenue

Gallipolis, OH 45631

 

Name of Person Filing:

Ohio Valley Banc Corp. Employees' Stock Ownership Plan and Trust

The Ohio Valley Bank Company

Address of Principal Business Office or, if none,

Residence:

 

420 Third Avenue

Gallipolis, OH 45631

Item 2(c).

Citizenship:

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.

 

Title and Class of Securities:

 

Common Shares

CUSIP Number

 

677719106

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

[      ]

Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)

[ x   ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[      ]

Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[      ]

Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[      ]

An investment adviser in accordance with § 240.13d‑1(b)(1)(ii)(E).

 

(f)

[  x  ]

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

(g)

[      ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h)

[      ]

A savings association as defined in Section 13(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

[      ]

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).

(j)

[      ]

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J)

 

(k)

[      ]

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Ownership:

 

(a)

Amount Beneficially Owned:

 

317,860

 

(b)

Percent of Class:

 

6.7%

 

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote:  -0-

(ii)

shared power to vote or to direct the vote:  -0-

(iii)

sole power to dispose or to direct the disposition of:  -0-

(iv)

shared power to dispose or to direct the disposition of:  317,860

 

(a)

Amount Beneficially Owned:

 

342,176

 

(b)

Percent of Class:

 

7.2%

 

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote:  24,316

(ii)

shared power to vote or to direct the vote:  -0-

(iii)

sole power to dispose or to direct the disposition of: 24,316

(iv)

shared power to dispose or to direct the disposition of:  317,860

At December 31, 2023, there were 317,860 common shares of Ohio Valley Banc Corp. owned by the Ohio Valley Banc Corp. Employees' Stock Ownership Plan and Trust (the "Plan").  The Ohio Valley Bank Company is 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, 2023, all 317,860 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.

 

The Ohio Valley Bank Company still holds shares as trustee of various other trusts.

 

Ownership of Five Percent or Less of a Class:

Inapplicable

Ownership of More Than Five Percent on Behalf of Another Person:

Inapplicable

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Inapplicable

Identification and Classification of Members of the Group:

Inapplicable

Notice of Dissolution of Group:

Inapplicable

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, other than activities solely in connection with a nomination under §240.14a-11.

Signature:

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.