FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
SHORE BANCSHARES INC [ SHBI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 10/31/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 11/02/2021 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 10/31/2021(1) | A | 1,066,970 | A | (2) | 1,067,420 | D(3) | |||
Common Stock | 10/31/2021(1) | A | 388,306 | A | (4) | 388,306 | I(5) | By Trust | ||
Common Stock | 10/31/2021(1) | A | 170,692 | A | (6) | 170,692 | I(7) | By Trust | ||
Common Stock | 10/31/2021(1) | A | 75,333 | A | (8) | 75,333 | I(9) | By Trust | ||
Common Stock | 10/31/2021(1) | A | 53,749 | A | (10) | 53,749 | I(11) | By Trust | ||
Common Stock | 10/31/2021(1) | A | 7,603 | A | (12) | 7,603 | I(13) | By Partnership |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. The original Form 4 failed to include additional shares of Severn Bancorp, Inc.("SVBI") common stock converted in connection with the merger of SVBI into the Issuer (the "Merger"). |
2. Received in exchange for a total of 1,718,979 shares of SVBI common stock in connection with the Merger. On the effective date of the Merger, the closing price of SVBI's common stock was $13.63 per share, and the closing price of the Issuer's common stock was $18.48 per share. |
3. Includes 853,191 shares jointly owned by Alan J. Hyatt and his spouse Sharon G. Hyatt. |
4. Received in exchange for 625,594 shares of SVBI common stock in connection with the Merger. On the effective date of the Merger, the closing price of SVBI's common stock was $13.63 per share, and the closing price of the Issuer's common stock was $18.48 per share. |
5. Shares are held in the Frances G. Hyatt State Exempt Marital Trust, of which the reporting person is a co-trustee and disclaims ownership except to the extent of his pecuniary interest. |
6. Received in exchange for 275,000 shares of SVBI common stock in connection with the Merger. On the effective date of the Merger, the closing price of SVBI's common stock was $13.63 per share, and the closing price of the Issuer's common stock was $18.48 per share. |
7. Shares are held in the Frances G. Hyatt Residuary Trust, of which the reporting person is a co-trustee and disclaims ownership except to the extent of his pecuniary interest. |
8. Received in exchange for 121,368 shares of SVBI common stock in connection with the Merger. On the effective date of the Merger, the closing price of SVBI's common stock was $13.63 per share, and the closing price of the Issuer's common stock was $18.48 per share. |
9. Shares are held in the Louis Hyatt Revocable Trust, of which the reporting person is a co-trustee and disclaims ownership except to the extent of his pecuniary interest. |
10. Received in exchange for 86,595 shares of SVBI common stock in connection with the Merger. On the effective date of the Merger, the closing price of SVBI's common stock was $13.63 per share, and the closing price of the Issuer's common stock was $18.48 per share. |
11. Shares are held in the Frances G. Hyatt Fed GST EX MED Trust, of which the reporting person is a co-trustee and disclaims ownership except to the extent of his pecuniary interest. |
12. Received in exchange for 12,250 shares of SVBI common stock in connection with the Merger. On the effective date of the Merger, the closing price of SVBI's common stock was $13.63 per share, and the closing price of the Issuer's common stock was $18.48 per share. |
13. Shares are held in the Crownsville Family Limited Partnership, of which the reporting person is the general partner and disclaims ownership except to the extent of his pecuniary interest. |
/s/ Edward C. Allen/POA | 11/09/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |