0001104659-23-078366.txt : 20230705 0001104659-23-078366.hdr.sgml : 20230705 20230705212629 ACCESSION NUMBER: 0001104659-23-078366 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: Tay Tala CENTRAL INDEX KEY: 0001804085 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22345 FILM NUMBER: 231071836 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 tm2320418-30_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-07-01 0 0001035092 SHORE BANCSHARES INC SHBI 0001804085 Tay Tala 18 E DOVER STREET EASTON MD 21601 0 1 0 0 Chief Risk Officer 0 Common Stock 2023-07-01 4 A 0 4776 0 A 4776 D Common Stock 2023-07-01 4 A 0 563 0 A 563 I By TCFC ESOP Restricted Stock Units 2023-07-01 4 A 0 2705 0 A Common Stock 2705 2705 D Restricted Stock Units 2023-07-01 4 A 0 2342 0 A Common Stock 2342 5047 D Restricted Stock Units 2023-07-01 4 A 0 2562 0 A Common Stock 2562 7609 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 2,051 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 242 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: 370 units on August 20, 2023, 389 units on December 17, 2023, 370 units on February 4, 2024, 235 units on February 10, 2024 and February 10, 2025, and 247 units on each of March 6, 2024 and March 6, 2025 and 249 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: 1,111 on December 31, 2023, 706 on December 31, 2024, and 745 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 outstanAding 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 Talal Tay 2023-07-05