SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Tay Tala
(Last) (First) (Middle)
3035 LEONARDTOWN ROAD
(Street)
WALDORF MD 20601
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMMUNITY FINANCIAL CORP /MD/ [ TCFC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
EVP & CRO of Subsidiary
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/01/2023 D 2,051(1) D $0.0000(2) 0.0000 D
Common Stock 07/01/2023 D 242 D $0.0000(2) 0.0000 I By ESOP
Common Stock 07/01/2023 D 159 D $0.0000(3) 0.0000 I By Restricted Stock Units
Common Stock 07/01/2023 D 167 D $0.0000(3) 0.0000 I By Restricted Stock Units II
Common Stock 07/01/2023 D 159 D $0.0000(3) 0.0000 I By Restricted Stock Units III
Common Stock 07/01/2023 D 202 D $0.0000(3) 0.0000 I By Restricted Stock Units IV
Common Stock 07/01/2023 D 319 D $0.0000(3) 0.0000 I By Restricted Stock Units V
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. 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.
2. 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.
3. 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 07/03/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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