Oak Valley Bancorp — Director's Dealing 2013

May 10, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Oak Valley Bancorp (OVLY)
CIK: 0001431567
Period of Report: 2013-05-08

Reporting Person: Leonard Daniel J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-08	Common Stock	A	10000	$7.70	Acquired	50931	Direct

Footnotes

F1: Initial award of restricted stock to director pursuant to Stock Incentive Plan.

F2: 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.

F3: The restricted stock will vest as follows:

Vesting Date: Shares Vested:
5/8/2014 2,000
5/8/2015 2,000
5/8/2016 2,000
5/8/2017 2,000
5/8/2018 2,000

Subject to 100% acceleration upon retirement at any time before May 8, 2018.