0001104659-23-078359.txt : 20230705 0001104659-23-078359.hdr.sgml : 20230705 20230705212530 ACCESSION NUMBER: 0001104659-23-078359 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: Lombardi Christy CENTRAL INDEX KEY: 0001632019 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22345 FILM NUMBER: 231071833 MAIL ADDRESS: STREET 1: 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 tm2320418-24_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-07-01 0 0001035092 SHORE BANCSHARES INC SHBI 0001632019 Lombardi Christy 18 E DOVER STREET EASTON MD 21601 0 1 0 0 See Remarks 0 Common Stock 2023-07-01 4 A 0 26589 0 A 26589 D Common Stock 2023-07-01 4 A 0 6112 0 A 6112 I By TCFC ESOP Restricted Stock Units 2023-07-01 4 A 0 22590 0 A Common Stock 22590 22590 D Restricted Stock Units 2023-07-01 4 A 0 3319 0 A Common Stock 3319 25909 D Restricted Stock Units 2023-07-01 4 A 0 3591 0 A Common Stock 3591 29500 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 11,418 shares (plus shares that were transferred from the TCFC DRIP shares) of TCFC 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 2,625 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: 533 units on August 20, 2023, 582 units on December 17, 2023, 529 units on February 4, 2024, 328 units on February 10, 2024, 329 units on February 10, 2025, and 339 units on each of March 6, 2024 and March 6, 2025 and 340 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: 1,586 on December 31, 2023, 985 on December 31, 2024, and 1,020 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. Executive Vice President, Chief Human Resources Officer /s/ Christy Lombardi 2023-07-05