| 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, par value $0.01 per share (Title of Class of Securities) |
164024101 (CUSIP Number) |
12/31/2024 (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) |
SCHEDULE 13G |
| CUSIP No. | 164024101 |
| 1 | Names of Reporting Persons Fourthstone LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 158,652.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.33 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
Comment for Type of Reporting Person:
See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G |
| CUSIP No. | 164024101 |
| 1 | Names of Reporting Persons Fourthstone Master Opportunity Fund Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 121,505.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 2.55 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) |
Comment for Type of Reporting Person:
See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G |
| CUSIP No. | 164024101 |
| 1 | Names of Reporting Persons Fourthstone GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 37,147.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.78 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) |
Comment for Type of Reporting Person:
See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G |
| CUSIP No. | 164024101 |
| 1 | Names of Reporting Persons Fourthstone QP Opportunity Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 36,375.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.76 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) |
Comment for Type of Reporting Person:
See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G |
| CUSIP No. | 164024101 |
| 1 | Names of Reporting Persons Fourthstone Small-Cap Financials Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 772.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.02 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) |
Comment for Type of Reporting Person:
See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G |
| CUSIP No. | 164024101 |
| 1 | Names of Reporting Persons L. Phillip Stone, IV | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 158,652.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.33 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) |
Comment for Type of Reporting Person:
See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G |
| Item 1. | |
| (a) | Name of issuer: Chemung Financial Corporation |
| (b) | Address of issuer's principal executive
offices: One Chemung Canal Plaza, PO Box 1522, Elmira, NY 14902 |
| Item 2. | |
| (a) | Name of person filing: This Schedule 13G is being filed by Fourthstone LLC, a Delaware Limited Liability Company and Investment Adviser ("Fourthstone"). The persons reporting information on this Schedule 13G include, in addition to Fourthstone, a company incorporated in the Cayman Islands ("Fourthstone Master Opportunity Fund"), a Delaware Limited Partnership ("Fourthstone QP Opportunity"), a Delaware Limited Partnership ("Fourthstone Small-Cap Financials"), a Delaware Limited Liability Company ("Fourthstone GP, " General Partner of Fourthstone QP Opportunity and Fourthstone Small-Cap Financials), and L. Phillip Stone, IV, a citizen of the United States of America, who is the Managing Member of Fourthstone and Fourthstone GP (each, a "Reporting Person" and, together, the "Reporting Persons"). Fourthstone directly holds 158,652 shares of Common Stock on behalf of its advisory clients. Each of the Reporting Persons listed in this filing certify the securities referred to above 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 effect. |
| (b) | Address or principal business office or, if
none, residence: The principal business address of each of the Reporting Persons is as follows: The registered office of Fourthstone LLC, Fourthstone Master Opportunity Fund Ltd., Fourthstone GP LLC, Fourthstone QP Opportunity Fund LP, Fourthstone Small-Cap Financials Fund LP is 575 Maryville Centre Drive, Suite 110, St. Louis, MO 63141. |
| (c) | Citizenship: See response to Item 4 of each of the cover pages. |
| (d) | Title of class of securities: Common Stock, par value $0.01 per share |
| (e) | CUSIP No.: 164024101 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: Fourthstone LLC acquired the Issuer's shares in the ordinary course of business as a registered investment adviser and not with the purpose nor with the effect of influencing the control of the Issuer. Fourthstone GP LLC is the general partner of and may be deemed to beneficially own securities owned by Fourthstone QP Opportunity Fund LP and Fourthstone Small-Cap Financials Fund LP. L. Phillip Stone, IV, is the Managing Member of Fourthstone LLC and Fourthstone GP and may be deemed to beneficially own securities owned by Fourthstone.The percentages reported in Row 11 of each cover page are based on 4,758,567 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of November 1, 2024, based on the Issuer's Form 10-Q filed with the SEC on November 7, 2024. |
| (b) | Percent of class: 3.33 % |
| (c) | Number of shares as to which the person has: |
| (i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. | |
| (ii) Shared power to vote or to direct the
vote: See responses to Item 6 on each cover page. | |
| (iii) Sole power to dispose or to direct the
disposition of: See responses to Item 7 on each cover page. | |
| (iv) Shared power to dispose or to direct the
disposition of: See responses to Item 8 on each cover page. | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
|
Ownership of 5 percent or less of a class | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
| |
| 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. | Certifications: |
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. |
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