0001225208-23-007085.txt : 20230703 0001225208-23-007085.hdr.sgml : 20230703 20230703150203 ACCESSION NUMBER: 0001225208-23-007085 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230701 FILED AS OF DATE: 20230703 DATE AS OF CHANGE: 20230703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Adams Michael Brian CENTRAL INDEX KEY: 0001832670 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36094 FILM NUMBER: 231064943 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: COMMUNITY FINANCIAL CORP /MD/ CENTRAL INDEX KEY: 0000855874 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 521652138 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3035 LEONARDTOWN RD STREET 2: P O BOX 38 CITY: WALDORF STATE: MD ZIP: 20601 BUSINESS PHONE: 3016455601 MAIL ADDRESS: STREET 1: 3035 LEONARDTOWN ROAD CITY: WALDORF STATE: MD ZIP: 20601 FORMER COMPANY: FORMER CONFORMED NAME: TRI COUNTY FINANCIAL CORP /MD/ DATE OF NAME CHANGE: 19920703 4 1 doc4.xml X0407 4 2023-07-01 1 0000855874 COMMUNITY FINANCIAL CORP /MD/ TCFC 0001832670 Adams Michael Brian 3035 LEONARDTOWN ROAD WALDORF MD 20601 1 0 Common Stock 2023-07-01 4 D 0 5135.0000 0.0000 D 0.0000 D Common Stock 2023-07-01 4 D 0 297.0000 0.0000 D 0.0000 I By Restricted Stock Units Common Stock 2023-07-01 4 D 0 3167.0000 0.0000 D 0.0000 I By Roth IRA Disposed of in connection with the Agreement and Plan of Merger by and among the Issuer and Shore Bancshares, Inc. ("SHBI"), dated December 14, 2022 (the "Merger Agreement"), pursuant to which the Issuer was merged with and into SHBI on July 1, 2023 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, each issued and outstanding share of the Issuer's common stock was converted into the right to receive 2.3287 shares of SHBI common stock (the "Exchange Ratio") and cash in lieu of fractional shares. On June 30, 2023, the closing price of TCFC's common stock was $27.09 per share and the closing price of SHBI's common stock was $11.56 per share. At the Effective Time of the merger, pursuant to the terms of the Merger Agreement, each Issuer Restrictive Stock Unit was converted into a time-based restricted stock unit denominated in shares of SHBI common stock based on the Exchange Ratio (rounded to the nearest whole share) ("SHBI RSUs") and remain subject to the same terms and conditions as applied immediately prior to the Effective Time. /s/ Christy Lombardi, Power of Attorney 2023-07-03