0001104659-23-078357.txt : 20230705 0001104659-23-078357.hdr.sgml : 20230705 20230705212750 ACCESSION NUMBER: 0001104659-23-078357 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230701 FILED AS OF DATE: 20230705 DATE AS OF CHANGE: 20230705 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ebron Brian Scot CENTRAL INDEX KEY: 0001804080 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22345 FILM NUMBER: 231071847 MAIL ADDRESS: STREET 1: C/O THE COMMUNITY FINANCIAL CORPORATION STREET 2: 3035 LEONARDTOWN ROAD CITY: WALDORF STATE: MD ZIP: 20601 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SHORE BANCSHARES INC CENTRAL INDEX KEY: 0001035092 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521974638 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 18 EAST DOVER STREET CITY: EASTON STATE: MD ZIP: 21601-3013 BUSINESS PHONE: 4108221400 MAIL ADDRESS: STREET 1: 18 EAST DOVER STREET CITY: EASTON STATE: MD ZIP: 21601-3013 4 1 tm2320418-22_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-07-01 0 0001035092 SHORE BANCSHARES INC SHBI 0001804080 Ebron Brian Scot 18 E DOVER STREET EASTON MD 21601 0 1 0 0 Chief Banking Officer 0 Common Stock 2023-07-01 4 A 0 12276 0 A 12276 D Common Stock 2023-07-01 4 A 0 379 0 A 379 I By TCFC ESOP Common Stock 2023-07-01 4 A 0 36148 0 A 36148 I By IRA Restricted Stock Units 2023-07-01 4 A 0 3124 0 A Common Stock 3124 3124 D Restricted Stock Units 2023-07-01 4 A 0 2699 0 A Common Stock 2699 5823 D Restricted Stock Units 2023-07-01 4 A 0 2990 0 A Common Stock 2990 8813 D On July 1, 2023, the company formerly known as The Community Financial Corporation ("TCFC") merged with and into Shore Bancshares Inc. (the "Issuer"). The indicated shares were received in exchange for 5,272 shares of TCFC (plus shares that were transferred from the TCFC DRIP shares) in connection with merger. At the effective time of the merger, each share of TCFC common stock issued and outstanding immediately prior to the effective time was converted into the right to receive 2.3287 of a share of the Issuer's common stock, with fractional shares settled in cash, pursuant to the Agreement and Plan of Merger, dated December 14, 2022, by and between TCFC and the Issuer (the "Agreement"). The indicated shares were received in exchange for 163 shares of TCFC in connection with merger. The indicated shares were received in exchange for 15,523 shares of TCFC in connection with merger. Each restricted stock unit represents a contingent right to receive one share of SHBI common stock. The restricted stock units vest in two equal annual instalments beginning July 1, 2024. The restricted stock units vest as follows: 447 units on August 20, 2023, 389 units on December 17, 2023, 428 units on February 4, 2024, 272 units on February 10, 2024, 271 units on February 10, 2025, and 297 units on each of March 6, 2024, March 6, 2025 and 298 units on March 6, 2026. At the effective time of the merger, each restricted stock unit representing shares of TCFC common stock issued and outstanding immediately prior to the effective time was converted into the right to receive 2.3287 restricted stock units representing shares of the Issuer's common stock, with fractional shares rounded to the nearest whole number, pursuant to the Agreement. The restricted stock units vest as follows: 1,281 on December 31, 2023, 815 on December 31, 2024, and 894 on December 31, 2025. At the effective time of the merger, each performance based restricted stock unit representing shares of TCFC common stock issued and outstanding immediately prior to the effective time was converted into the right to receive 2.3287 restricted stock units representing shares of the Issuer's common stock, with fractional shares rounded to the nearest whole number, pursuant to the Agreement. /s/ Christy Lombardi, Attorney in Fact for Brian Scot Ebron 2023-07-05