Sec Form 4 Filing - McCarty Richard A. @ Oak Valley Bancorp - 2018-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
McCarty Richard A.
2. Issuer Name and Ticker or Trading Symbol
Oak Valley Bancorp [ OVLY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SEVP / COO
(Last) (First) (Middle)
125 NORTH THIRD AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2018
(Street)
OAKDALE, CA95361
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/31/2018( 1 ) I( 2 ) 1,102 ( 2 ) A 34,653 D
Common Stock ( 3 ) ( 4 ) ( 5 ) 02/28/2019 A 2,845 A 37,498 D
Common Stock 02/28/2019 F( 6 ) 168 ( 6 ) D ( 6 ) 37,330 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McCarty Richard A.
125 NORTH THIRD AVENUE
OAKDALE, CA95361
SEVP / COO
Signatures
/s/ Richard A McCarty 03/04/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares acquired through company 401k plan. Purchase transactions occur under 10b5-1 purchase plan with various dates and pricing.
( 2 )Adjustment to holdings for shares acquired through 401k profit sharing plan in 2018.
( 3 )Award of restricted stock to executive employee pursuant to Stock Incentive Plan.
( 4 )Each restricted stock share that is unvested is subject to certain restrictions on disposition as well as certain forfeiture rights, which will lapse upon vesting.
( 5 )The restricted stock will vest 20% annually on the following dates:2/28/20202/28/20212/28/20222/28/20232/28/2024
( 6 )Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2018 vested 2/28/2019

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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