GREOGORY C. COCKERHAM - 01 Jul 2023 Form 4 Insider Report for COMMUNITY FINANCIAL CORP /MD/

Role
Director
Signature
/s/ Christy Lombardi, Power of Attorney
Issuer symbol
N/A
Transactions as of
01 Jul 2023
Net transactions value
$0
Form type
4
Filing time
03 Jul 2023, 15:03:14 UTC
Previous filing
27 Dec 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TCFC Common Stock Disposed to Issuer $0 -173 -100% $0.000000* 0 01 Jul 2023 Direct F1
transaction TCFC Common Stock Disposed to Issuer $0 -5,200 -100% $0.000000* 0 01 Jul 2023 By IRA F1, F2
transaction TCFC Common Stock Disposed to Issuer $0 -297 -100% $0.000000* 0 01 Jul 2023 By Restricted Stock Units F3
transaction TCFC Common Stock Disposed to Issuer $0 -21,859 -100% $0.000000* 0 01 Jul 2023 By Roth IRA F1, F2
transaction TCFC Common Stock Disposed to Issuer $0 -97,752 -100% $0.000000* 0 01 Jul 2023 By Trust F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

GREOGORY C. COCKERHAM is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of in connection with the Agreement and Plan of Merger by and among the Issuer and Shore Bancshares, Inc. ("SHBI"), dated December 14, 2022 (the "Merger Agreement"), pursuant to which the Issuer was merged with and into SHBI on July 1, 2023 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, each issued and outstanding share of the Issuer's common stock was converted into the right to receive 2.3287 shares of SHBI common stock (the "Exchange Ratio") and cash in lieu of fractional shares. On June 30, 2023, the closing price of TCFC's common stock was $27.09 per share and the closing price of SHBI's common stock was $11.56 per share.
F2 Since the date of the reporting person's last report, 3,500 shares previously held indirectly by IRA have been transferred to indirect ownership by ROTH IRA. This transaction is exempt from Section 16 pursuant to Rule 16a-13.
F3 At the Effective Time of the merger, pursuant to the terms of the Merger Agreement, each Issuer Restrictive Stock Unit was converted into a time-based restricted stock unit denominated in shares of SHBI common stock based on the Exchange Ratio (rounded to the nearest whole share) ("SHBI RSUs") and remain subject to the same terms and conditions as applied immediately prior to the Effective Time.