UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*

Temecula Valley Bancorp Inc .
(Name of Issuer)
 
Preferred Stock
(Title of Class of Securities)
 
879734200
(CUSIP Number)

Neil M. Cleveland
28046 Del Rio Road, Suite C
Temecula, California 92590
(951) 676-4148
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 
May 7, 2010
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: x .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
 
 
 
 
 
CUSIP No. 879734200
 
  1
Names of Reporting Persons.
 
Ryan Heslop
  2
Check the Appropriate Box if a Member of a Group (See Instruction)
 
(a) o
(b) x
  3
SEC Use Only
  4
Source of Funds
N/A
  5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
  6
Citizenship or Place of Organization
United States
Number of
Shares
Bene ficially
by
Owned by
Each
Reporting
Person
With
7
 Sole Voting Power   
0
8
 Shared Voting Power
608,796
9
 Sole Dispositive Power  
0
10
 Shared Dispositive Power  
608,796
  11
Aggregate Amount Beneficially Owned by Each Reporting Person                     608,796
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
13
Percent of Class Represented by Amount in Row (11)                             27.5%
14
Type of Reporting Person (See Instructions)
IN
 
 
 
 
 
CUSIP No. 879734200
 
  1
Names of Reporting Persons.
 
Ariel Warszawski
  2
Check the Appropriate Box if a Member of a Group (See Instruction)
 
(a) o
(b) x
  3
SEC Use Only
  4
Source of Funds
N/A
  5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
  6
Citizenship or Place of Organization
United States
Number of
Shares
Bene ficially
by
Owned by
Each
Reporting
Person
With
7
 Sole Voting Power   
0
8
 Shared Voting Power
608,796
9
 Sole Dispositive Power  
0
10
 Shared Dispositive Power  
608,796
  11
Aggregate Amount Beneficially Owned by Each Reporting Person                    608,796
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
13
Percent of Class Represented by Amount in Row (11)                           27.5%
14
Type of Reporting Person (See Instructions)
IN
 
 
 
 
 
CUSIP No. 879734200
 
  1
Names of Reporting Persons.
 
Firefly Value Partners, LP
  2
Check the Appropriate Box if a Member of a Group (See Instruction)
 
(a) o
(b) x
  3
SEC Use Only
  4
Source of Funds
N/A
  5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
  6
Citizenship or Place of Organization
Delaware
Number of
Shares
Bene ficially
by
Owned by
Each
Reporting
Person
With
7
 Sole Voting Power   
0
8
 Shared Voting Power
608,796
9
 Sole Dispositive Power  
0
10
 Shared Dispositive Power  
608,796
  11
Aggregate Amount Beneficially Owned by Each Reporting Person                     608,796
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
13
Percent of Class Represented by Amount in Row (11)                             27.5%
14
Type of Reporting Person (See Instructions)
PN
 
 
 
 
 
CUSIP No. 879734200
 
  1
Names of Reporting Persons.
 
FVP GP, LLC
  2
Check the Appropriate Box if a Member of a Group (See Instruction)
 
(a) o
(b) x
  3
SEC Use Only
  4
Source of Funds
N/A
  5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
  6
Citizenship or Place of Organization
Delaware
Number of
Shares
Bene ficially
by
Owned by
Each
Reporting
Person
With
7
 Sole Voting Power   
0
8
 Shared Voting Power
608,796
9
 Sole Dispositive Power  
0
10
 Shared Dispositive Power  
608,796
  11
Aggregate Amount Beneficially Owned by Each Reporting Person                     608,796
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
13
Percent of Class Represented by Amount in Row (11)                             27.5%
14
Type of Reporting Person (See Instructions)
OO
 
 
 
 
 
CUSIP No. 879734200
 
  1
Names of Reporting Persons.
 
Firefly Management Company GP, LLC
  2
Check the Appropriate Box if a Member of a Group (See Instruction)
 
(a) o
(b) x
  3
SEC Use Only
  4
Source of Funds
N/A
  5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
  6
Citizenship or Place of Organization
Delaware
Number of
Shares
Bene ficially
by
Owned by
Each
Reporting
Person
With
7
 Sole Voting Power   
0
8
 Shared Voting Power
608,796
9
 Sole Dispositive Power  
0
10
 Shared Dispositive Power  
608,796
  11
Aggregate Amount Beneficially Owned by Each Reporting Person                     608,796
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
13
Percent of Class Represented by Amount in Row (11)                             27.5%
14
Type of Reporting Person (See Instructions)
OO
 
 
 
 
 
CUSIP No. 879734200
 
  1
Names of Reporting Persons.
 
FVP Master Fund, L.P.
  2
Check the Appropriate Box if a Member of a Group (See Instruction)
 
(a) o
(b) x
  3
SEC Use Only
  4
Source of Funds
WC
  5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
  6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Bene ficially
by
Owned by
Each
Reporting
Person
With
7
 Sole Voting Power   
0
8
 Shared Voting Power
264,164
9
 Sole Dispositive Power  
0
10
 Shared Dispositive Power  
264,164
  11
Aggregate Amount Beneficially Owned by Each Reporting Person                     264,164
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
13
Percent of Class Represented by Amount in Row (11)                             11.9%
14
Type of Reporting Person (See Instructions)
PN
 
 
 
 
 
CUSIP No. 879734200
 
  1
Names of Reporting Persons.
 
FVP US-Q, LP
  2
Check the Appropriate Box if a Member of a Group (See Instruction)
 
(a) o
(b) x
  3
SEC Use Only
  4
Source of Funds
WC
  5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
  6
Citizenship or Place of Organization
Delaware
Number of
Shares
Bene ficially
by
Owned by
Each
Reporting
Person
With
7
 Sole Voting Power   
0
8
 Shared Voting Power
344,632
9
 Sole Dispositive Power  
0
10
 Shared Dispositive Power  
344,632
  11
Aggregate Amount Beneficially Owned by Each Reporting Person                     344,632
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
13
Percent of Class Represented by Amount in Row (11)                             15.6%
14
Type of Reporting Person (See Instructions)
PN
 
 
 
 
 
Introduction
 
This Amendment No. 2 (“Amendment No. 2”) amends Items 3 and 5 of the Schedule 13D originally filed by (i) FVP Master Fund, L.P., a Cayman Islands exempted limited partnership (“FVP Master Fund”), (ii) FVP US-Q, LP, a Delaware limited partnership (“FVP Fund” and, together with the FVP Master Fund, “Funds”), (iii) Firefly Value Partners, LP, a Delaware limited partnership (“Firefly Partners”), which serves as the investment manager of the Funds pursuant to investment management agreements, (iv) FVP GP, LLC, a Delaware limited liability company (“FVP GP”), which serves as the general partner of the Funds, (v) Firefly Management Company GP, LLC, a Delaware limited liability company (“Firefly Management”), which serves as the general partner of Firefly Partners, and (vi) Messrs. Ryan Heslop and Ariel Warszawski, the managing members of FVP GP and Firefly Management (all of the foregoing, collectively, “Reporting Persons”) on April 23, 2010 (the “Original Statement”) and Amendment No. 1 to the Original Statement filed on May 5, 2010 (“Amendment No. 1”). This Amendment No. 2 relates to Trust Preferred Securities (“Shares”) of Temecula Valley Bancorp, Inc. Unless specifically amended hereby, the disclosure set forth in the Original Statement, as amended by Amendment No. 1, shall remain unchanged.
 
Item 3 Source and Amount of Funds or Other Consideration
 
The gross investment costs (including commissions, if any) of the Shares purchased by the Reporting Persons is approximately $189,196.97, at purchase prices ranging from $0.05 to $0.6155 per Share. The source of these funds was the working capital of the Funds, for which Firefly Partners act as investment manager.
 
Item 5. Interest in Securities of the Issuer

a.
The responses of the Reporting Persons to Items (11) and (13) on the cover pages of this Amendment No. 1 are incorporated herein by reference. The total number of Shares outstanding is 2,213,750.
   
b.
The responses of the Reporting Persons to Items (7) through (10) on the cover pages of this Amendment No. 1 are incorporated herein by reference.
   
c.
See Item 3, above, and Item 4 in the Original Statement. The transactions in the Issuer’s securities by each of FVP Master Fund and FVP Fund in the last sixty days are listed as ANNEX A attached hereto and made a part hereof.
   
d.
None.
   
e.
Not applicable.
 
 
 
 
 
ANNEX A

Account
 
Date
 
Buy/Sell
 
Number of
Shares 1
 
Price per
Share ($)
FVP Master Fund
 
March 18, 2010
 
Buy
 
4,844
   
0.0500
FVP Fund
 
March 18, 2010
 
Buy
 
6,056
   
0.0500
FVP Master Fund
 
March 19, 2010
 
Buy
 
26,313
   
0.0837
FVP Fund
 
March 19, 2010
 
Buy
 
32,897
   
0.0837
FVP Master Fund
 
March 22, 2010
 
Buy
 
7,022
   
0.1000
FVP Fund
 
March 22, 2010
 
Buy
 
8,778
   
0.1000
FVP Master Fund
 
March 23, 2010
 
Buy
 
889
   
0.1000
FVP Fund
 
March 23, 2010
 
Buy
 
1,111
   
0.1000
FVP Master Fund
 
March 30, 2010
 
Buy
 
85,991
   
0.1300
FVP Fund
 
March 30, 2010
 
Buy
 
107,509
   
0.1300
FVP Master Fund
 
March 31, 2010
 
Buy
 
5,624
   
0.1500
FVP Fund
 
March 31, 2010
 
Buy
 
7,031
   
0.1500
FVP Master Fund
 
April 1, 2010
 
Buy
 
1,292
   
0.1500
FVP Fund
 
April 1, 2010
 
Buy
 
1,658
   
0.1500
FVP Master Fund
 
April 6, 2010
 
Buy
 
897
   
0.1500
FVP Fund
 
April 6, 2010
 
Buy
 
1,153
   
0.1500
FVP Master Fund
 
April 21, 2010
 
Buy
 
54,336
   
0.4455
FVP Fund
 
April 21, 2010
 
Buy
 
69,775
   
0.4455
FVP Master Fund
 
April 22, 2010
 
Buy
 
32,135
   
0.6115
FVP Fund
 
April 22, 2010
 
Buy
 
41,265
   
0.6115
FVP Master Fund
 
May 4, 2010
 
Buy
 
12,581
   
0.4767
FVP Fund
 
May 4, 2010
 
Buy
 
18,919
   
0.4767
FVP Master Fund
 
May 4, 2010
 
Buy
 
20,196
   
0.4800
FVP Fund
 
May 4, 2010
 
Buy
 
30,369
   
0.4800
FVP Master Fund
 
May 5, 2010
 
Buy
 
1,997
   
0.5000
FVP Fund
 
May 5, 2010
 
Buy
 
3,003
   
0.5000
FVP Master Fund
 
May 5, 2010
 
Buy
 
2,698
   
0.4912
FVP Fund
 
May 5, 2010
 
Buy
 
4,057
   
0.4912
FVP Master Fund
 
May 6, 2010
 
Buy
 
1,997
   
0.4800
FVP Fund
 
May 6, 2010
 
Buy
 
3,003
   
0.4800
FVP Master Fund
 
May 7, 2010
 
Buy
 
3,994
   
0.4800
FVP Fund
 
May 7, 2010
 
Buy
 
6,006
   
0.4800
FVP Master Fund
 
May 7, 2010
 
Buy
 
1,358
   
0.4800
FVP Fund
 
May 7, 2010
 
Buy
 
2,042
   
0.4800
 
1 All transactions relate to Trust Preferred shares, as described in Item 1 on the Original Statement.
 
 
 
 
 
Signature
 
After reasonable inquiry, and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 11, 2010
 
/s/ Ryan Heslop
   
Ryan Heslop
     
   
Ariel Warszawski
   
Firefly Value Partners, LP
   
FVP GP, LLC
   
Firefly Management Company GP, LLC
   
FVP Master Fund, L.P.
   
FVP US-Q, LP
     
   
/s/ Ariel Warszawski
   
Ariel Warszawski, for himself and as Managing Member of FVP GP (for itself and as general partner of each of the Funds) and Firefly Management (for itself and as general partner of Firefly Partners)
 
 
 

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