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April 25, 2023

David Plattner

Office of Mergers and Acquisitions

Division of Corporation Finance

United States Securities and Exchange Commission

Mail Stop 3628

100 F Street, N.E.

Washington, D.C. 20549

VIA EDGAR AND ELECTRONIC MAIL

 Re: AmeriServ Financial Inc. (“ASRV” or the “Company”)

PRRN14A filed March 21, 2023 (as amended, the “Preliminary Proxy Statement”)

Filed by Driver Management Company LLC, et al.

SEC File No. 000-11204

Dear Mr. Plattner:

On behalf of Driver Management
Company LLC (“Driver Management”), Driver Opportunity Partners I LP (“Driver Opportunity”) and J.
Abbott R. Cooper (together with Driver Management and Driver Opportunity, “Driver”), I am providing Driver’s
responses to the comments of the Staff (the “Staff”) of the Office of Mergers and Acquisitions in the Division of Corporation
Finance of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated March 28,
2023, with regard to the above-referenced Preliminary Proxy Statement filed by Driver Management. For the Staff’s convenience, the
text of the Staff’s comments are set forth below in bold, followed by Driver’s responses. Capitalized terms not otherwise
defined shall have the meaning given in the Preliminary Proxy Statement.

PRRN14A filed March 21, 2023

Information on the Mechanics of Cumulative Voting, page 25

 1. Please revise this section (i) to make it more concise by reducing
the considerable repetition that currently exists, and (ii) to expand the disclosure to address as clearly as possible how cumulative
voting will work in various voting scenarios. To take one example, it is unclear how cumulative voting would apply, or not apply, in the
event a shareholder casts one or more votes for a Company nominee on Driver’s proxy card and does not provide instructions as to
how the shareholder may wish to cumulate votes. To take another example, it is unclear how the disclosure on cumulative voting, which
appears to give broad discretion to Driver in certain circumstances, is to be interpreted alongside the potentially conflicting disclosure
on undervoting (i.e., “IF YOU MARK FEWER THAN THREE “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, THIS PROXY
CARD, WHEN DULY EXECUTED, WILL BE VOTED ONLY “FOR” THOSE NOMINEES YOU HAVE SO MARKED.”) In general, the disclosure appears
to focus on a shareholder that selects the “FOR ALL EXCEPT DRIVER NOMINEE(S) WRITTEN BELOW” box, and not on a shareholder
that votes on director nominees using the individual boxes that appear next to those individual nominees.

Driver acknowledges the
Staff’s comment and has revised the Preliminary Proxy Statement accordingly.

1266 East Main Street, Suite 700R

Stamford, CT 06902

    April 25, 2023

Page 2

General

 2. We note the response to prior comments 2 and 5, as well as new disclosure
regarding litigation concerning Driver’s nominations. If Driver in fact intends to distribute its definitive proxy statement before
the litigation related to the validity of its nominees has been settled in Driver’s favor, please include disclosure in the proxy
statement advising shareholders of the risk of their votes not being honored if they vote using Driver’s proxy card. In addition,
to the extent that a risk remains that Driver’s nominations will ultimately be adjudged invalid, please disclose how Driver will
treat proxies received (including those containing votes for the registrant’s nominees) if its nominations are in fact adjudged
invalid.

Driver acknowledges the
Staff’s comment. On March 29, 2023, Driver Opportunity filed a complaint against the Company, seeking the court to enjoin the holding
of the Annual Meeting until a date in 2023 after the court can clarify the parties’ rights in the action. Driver Opportunity intends
to ask the court to move expeditiously to rule on the motion to enjoin the Annual Meeting until the issues with the nominations are resolved.
Driver currently intends to distribute its definitive proxy statement before such litigation has been settled only if the Company distributes
its definitive proxy statement before the litigation has been settled. In contemplation of that possibility, Driver has revised the Preliminary
Proxy Statement and respectfully refers the Staff to pages 2 and 15 of the Preliminary Proxy Statement.

 3. We note the response to prior comment 4. While we see disclosure that
is responsive to Rule 14a-5(e)(1) and (2), we do not see clear disclosure with respect to 14a-5(e)(3), or any disclosure with respect
to 14a-5(e)(4). Please provide such disclosure, or advise.

Driver acknowledges the
Staff’s comment with respect to disclosure under Rule 14a-5(e)(3), and respectfully refers the Staff to page 29 of the Preliminary
Proxy Statement, where Driver provides the following disclosure: “In accordance with the Bylaws, a shareholder who desires to propose
a matter for consideration at an annual meeting of shareholders, even if the proposal is not submitted by the deadline for inclusion in
the Company’s proxy materials, must comply with the procedures specified in the Bylaws, including providing notice thereof in writing,
delivered or mailed by first-class United States mail, postage prepaid, to the Non-Executive Chairman of the Board of Directors at the
address above, not less than 90 days nor more than 120 days prior to the anniversary date of the previous year’s annual meeting.
Assuming the 2024 Annual Meeting is held within thirty days before or after •, this period will begin on • and will end on •.”

In addition, we understand
that Rule 14a-11 is no longer applicable, state law does not provide for a mechanism for submitting nominees for inclusion in the registrant’s
proxy statement, and similarly, there is no mechanism for inclusion of shareholder director nominees in the registrant's proxy materials
for the registrant's next annual meeting of shareholders in the registrant’s governing documents. Further, we respectfully advise
the Staff that the language referred to above has been copied from the Company’s proxy statement issued in connection with its 2022
annual meeting of shareholders.

Driver acknowledges the
Staff’s comment with respect to disclosure under Rule 14a-5(e)(4) and has revised the Preliminary Proxy Statement accordingly.

 4. Rule 14a-19(f) provides that the proxy card “may provide a means
for the security holder to grant authority to vote for the nominees of the registrant set forth, as a group, and a means for the security
holder to grant authority to vote for the nominees of any other soliciting person set forth, as a group, provided that there is a similar
means for the security holder to withhold authority to vote for such groups of nominees...” (emphasis added). Please revise the
proxy card accordingly.

Driver acknowledges the
Staff’s comment and has revised the Preliminary Proxy Statement accordingly.

*          *          *

    April 25, 2023

Page 3

Please do not hesitate to contact the undersigned
at 917-744-7758 or ac@drivermgmtco.com with any questions or to discuss Driver’s response
to the Staff’s comments.

Driver Management Company LLC

/s/ J. Abbott R. Cooper