**UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K/A**

**AMENDMENTNO. 1**

 

**x****     ****Annual Report Pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934**

 

**For the Fiscal Year Ended December 31,2009**

 

**OR**

 

**o****        ****Transition Report Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934**

 

**Forthe transition period from                              to                               **

 

**OakValley Bancorp**

(Exact name ofregistrant as specified in its charter)

 

| **California**                   | ** ** | **26-2326676**       |
|----------------------------------|------------|----------------------|
| (State or other  jurisdiction of |       | (I.R.S. Employer     |
| incorporation or  organization)  |       | Identification  No.) |

 

| **125  North Third Avenue, Oakdale, California** | ** ** | **95361** |
|--------------------------------------------------|------------|-----------|
| (Address of  Principal Executive Offices)        |       | Zip Code  |

 

**(209)848-2265**

(Registrant’s telephonenumber, including area code)

 

Securities RegisteredPursuant to Section 12(b) of the Act:

 

| ** **                             | ** ** | **Name of Each**                                |
|----------------------------------------|------------|-------------------------------------------------|
| **Title of Each Class** | ** ** | **Exchange on Which Registered** |
| **Common  Stock, no par value**        | ** ** | **The  NASDAQ Stock Market, LLC**               |

 

Securities RegisteredPursuant to Section 12(g) of theAct:       **None**

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.Yes  o  No  x

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes  o  No  x

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bysection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months and (2) has been subject to such filing requirementsfor the past 90 days. Yes  x  No  o

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (232.405 of this chapterduring the preceding 12 months (or for such shorter period that the registrantwas required to submit and post such files). Yes  x  No  o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this form10-K.    o

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company.  See thedefinitions of “large accelerated filer,” “accelerated filer” and “smallerreporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large  Accelerated Filer   o |   | Accelerated  Filer   o          |
|---------------------------------------------|--------|------------------------------------------------|
|                                        |   |                                           |
| Non Accelerated  Filer   o   |   | Smaller  reporting company    x |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theAct). Yes  o  No  x

 

The aggregate marketvalue of the common stock of the Registrant’s held by non-affiliates of theRegistrant, computed by reference to the closing price of such stock on December 31,2009 was approximately $29,086,764.  As of March 30, 2009, therewere 7,681,627 outstanding shares of the Registrant’s common stock.

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

None.

 

 

 

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**EXPLANATORYNOTE**

 

ThisAmendment No. 1 to the Annual Report of Oak Valley Bancorp (the “Company”)on Form 10-K for the Fiscal Year Ended December 31, 2009 filed on March 31,2010 (the “Original Filing”) is being filed for the purposes of including thecertifications required by Section 111(b)(4) of the EmergencyEconomic Stabilization Act of 2008 (“EESA”). The certifications are being filedfollowing the Compensation Committee’s meeting with the Company’s senior riskofficers to discuss, review, and evaluate the Compensation Committee’s reporton senior executive officers compensation plans and employee compensation plansof the Company.

 

ThisAmendment No. 1 does not otherwise update information in the OriginalFiling to reflect facts or events occurring subsequent to the date of theOriginal Filing.

 

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**INDEX TOEXHIBITS**

 
| **Exhibit  Number** | ** ** | **Description**                                                                |
|---------------------|------------|--------------------------------------------------------------------------------|
| 99.1                |       | Section 111(b)(4) EESA  Certification by Principal Executive Officer |
| 99.2                |       | Section 111(b)(4) EESA  Certification by Principal Financial Officer |

 

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 of the Securities Exchange Act of 1934, theCompany has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

 
|                       |   | OAK VALLEY BANCORP             |
|----------------------------|--------|--------------------------------|
|                       |   |                           |
|                       |   |                           |
| Date: April 20,  2010 |   | By:                            | /s/ Ronald C. Martin |
|                       |   | Ronald C. Martin               |
|                       |   | Chief Executive Officer        |
|                       |   | (principal executive  officer) |

 
|                       |   |                           |
|----------------------------|--------|--------------------------------|
| Date: April 20,  2010 |   | By:                            | /s/ Richard A. McCarty |
|                       |   | Richard A. McCarty             |
|                       |   | Chief Financial Officer        |
|                       |   | (principal financial  officer) |

 

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