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