Joseph V Stone Jr. - 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, 15:05:44 UTC
Previous filing: 30 Sep 2022
Next filing: 27 Jul 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Ownership	Footnotes
transaction	TCFC	Common Stock	Disposed to Issuer	$0	-13,383	-100%	$0.000000^*	01 Jul 2023	Direct	F1
transaction	TCFC	Common Stock	Disposed to Issuer	$0	-5,000	-100%	$0.000000^*	01 Jul 2023	By IRA-SEP	F1
transaction	TCFC	Common Stock	Disposed to Issuer	$0	-297	-100%	$0.000000^*	01 Jul 2023	By Restricted Stock Units	F2
transaction	TCFC	Common Stock	Disposed to Issuer	$0	-2,000	-100%	$0.000000^*	01 Jul 2023	By Spouse's IRA	F1
transaction	TCFC	Common Stock	Disposed to Issuer	$0	-14,500	-100%	$0.000000^*	01 Jul 2023	By Trust	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Joseph V Stone Jr. 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	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.

Content

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.

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.