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