4//SEC Filing
DiMisa James F 4
Accession 0001225208-23-007087
CIK 0000855874other
Filed
Jul 2, 8:00 PM ET
Accepted
Jul 3, 3:04 PM ET
Size
8.9 KB
Accession
0001225208-23-007087
Insider Transaction Report
Form 4
DiMisa James F
Exec. V.P. -- Operations
Transactions
- Disposition to Issuer
Common Stock
2023-07-01−9,449→ 0 total - Disposition to Issuer
Common Stock
2023-07-01−900→ 0 total(indirect: By IRA) - Disposition to Issuer
Common Stock
2023-07-01−297→ 0 total(indirect: By Restricted Stock Units)
Footnotes (3)
- [F1]The amount held directly also reflects an increase in beneficial ownership resulting from an exempt acquisition of common stock under The Community Financial Corporation Dividend Reinvestment Plan pursuant to Rule 16a-11.
- [F2]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.
- [F3]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.
Documents
Issuer
COMMUNITY FINANCIAL CORP /MD/
CIK 0000855874
Entity typeother
Related Parties
1- filerCIK 0001387984
Filing Metadata
- Form type
- 4
- Filed
- Jul 2, 8:00 PM ET
- Accepted
- Jul 3, 3:04 PM ET
- Size
- 8.9 KB