James M. Burke - Jul 1, 2023 Form 4 Insider Report for COMMUNITY FINANCIAL CORP /MD/ (TCFC)

Role
President & CEO, Director
Signature
/s/ Christy Lombardi, Power of Attorney
Stock symbol
TCFC
Transactions as of
Jul 1, 2023
Transactions value $
$0
Form type
4
Date filed
7/3/2023, 03:06 PM
Previous filing
May 3, 2023
Next filing
Aug 22, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TCFC Common Stock Disposed to Issuer $0 -23.2K -100% $0.00* 0 Jul 1, 2023 Direct F1, F2
transaction TCFC Common Stock Disposed to Issuer $0 -2.26K -100% $0.00* 0 Jul 1, 2023 By ESOP F1
transaction TCFC Common Stock Disposed to Issuer $0 -1.02K -100% $0.00* 0 Jul 1, 2023 By IRA F1
transaction TCFC Common Stock Disposed to Issuer $0 -422 -100% $0.00* 0 Jul 1, 2023 By Restricted Stock Units F3
transaction TCFC Common Stock Disposed to Issuer $0 -334 -100% $0.00* 0 Jul 1, 2023 By Restricted Stock Units II F3
transaction TCFC Common Stock Disposed to Issuer $0 -408 -100% $0.00* 0 Jul 1, 2023 By Restricted Stock Units III F3
transaction TCFC Common Stock Disposed to Issuer $0 -512 -100% $0.00* 0 Jul 1, 2023 By Restricted Stock Units IV F3
transaction TCFC Common Stock Disposed to Issuer $0 -2.02K -100% $0.00* 0 Jul 1, 2023 By Restricted Stock Units V F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

James M. Burke 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 Restricted Stock Award ("TCFC RSA") was converted into a time-based restricted stock award denominated in shares of SHBI common stock based on the Exchange Ratio (rounded to the nearest whole share) ("SHBI RSAs") and remain subject to the same terms and conditions as applied immediately prior to the Effective Time. The total includes TCFC RSAs that will be converted to SHBI RSAs.
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.