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CUSIP No. 677719106
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SCHEDULE 13D/A
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1.
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Names of Reporting Persons
David W. Thomas
I.R.S. Identification Nos. of above persons (entities only)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization
United States
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Number of
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7.
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Sole Voting Power
1,831
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Shares
Beneficially
Owned
By Each
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8.
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Shared Voting Power
3,213
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Reporting
Person
With
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9.
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Sole Dispositive Power
1,831
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10.
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Shared Dispositive Power
332,289
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
334,120
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11)
8.11%
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14.
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Type of Reporting Person (See Instructions)
IN
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CUSIP No. 677719106
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SCHEDULE 13D/A
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1.
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Names of Reporting Persons
Ohio Valley Banc Corp. Employees’ Stock Ownership Plan
I.R.S. Identification Nos. of above persons (entities only)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
SC
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization
Ohio
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Number of
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7.
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Sole Voting Power
-0-
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Shares
Beneficially
Owned
By Each
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8.
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Shared Voting Power
-0-
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Reporting
Person
With
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9.
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Sole Dispositive Power
-0-
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10.
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Shared Dispositive Power
329,076
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
329,076
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11)
7.99%
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14.
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Type of Reporting Person (See Instructions)
EP
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Item 1.
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Security and Issuer
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Common shares, no par value
Ohio Valley Banc Corp.
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420 Third Avenue
P.O. Box 240
Gallipolis, OH 45631
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Item 2.
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Identify and Background
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David W. Thomas
420 Third Avenue
Gallipolis, OH 45631
Retired Chief Examiner of the Ohio Division of Financial Institutions
Citizen of the United States of America
Ohio Valley Banc Corp. Employees' Stock Ownership Plan and Trust
420 Third Avenue
Gallipolis, OH 45631
Formed under the laws of the State of Ohio
Neither Mr. Thomas nor the ESOP has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Mr. Thomas purchased his shares with his personal funds. The ESOP purchased all of its shares with money contributed to the ESOP by OVBC.
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Item 4.
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Purpose of Transaction
Mr. Thomas acquired his shares for investment purposes.
The ESOP acquired its shares as a form of compensation for employees of OVBC and its subsidiaries.
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Item 5.
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Interest in Securities of the Issuer
David W. Thomas
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(a)
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Amount Beneficially Owned:
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334,120
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(b)
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Percent of Class:
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8.11%
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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: 1,831
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(ii)
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shared power to vote or to direct the vote: 3,213
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(iii)
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sole power to dispose or to direct the disposition of: 1,831
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(iv)
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shared power to dispose or to direct the disposition of: 332,289
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Ohio Valley Banc Corp. Employees' Stock Ownership Plan
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(a)
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Amount Beneficially Owned:
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329,076
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(b)
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Percent of Class:
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7.99%
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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: 329,076
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At February 13, 2015, there were 329,076 common shares of Ohio Valley Banc Corp. owned by the Ohio Valley Banc Corp. Employees' Stock Ownership Plan and Trust (the "Plan"). David W. Thomas became the trustee of the Plan effective March 9, 2013, in substitution for The Ohio Valley Bank Company. 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 February 13, 2015, all 329,076 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, 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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