Form 4 for SHBI SHORE BANCSHARES INC
Accepted 2023-07-05 00:00:00 ET · period of report 2023-07-01 · accession 0001104659-23-078355 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2023-07-05 | 2023-07-01 | SHBI | Burke James M | Pres, CEO, Dir | A - Grant | $0.00 | +7,642 | 5,267 | New | $0 |
| D | 2023-07-05 | 2023-07-01 | SHBI | Burke James M | Pres, CEO, Dir | A - Grant | $0.00 | +54.1K | 54.1K | New | $0 |
| DM | 2023-07-05 | 2023-07-01 | SHBI | Burke James M | Pres, CEO, Dir | A - Grant | $0.00 | +31.3K | 31.3K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2023-07-01 | A | A | 2,375 | $0.00 | 2,375 | I | — | — | (F4) The indicated shares were received in exchange for 1,020 shares of TCFC in connection with merger. (F2) 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"). |
| 2 | Common | Common Stock | 2023-07-01 | A | A | 5,267 | $0.00 | 5,267 | I By IRA | — | — | (F3) The indicated shares were received in exchange for 2,262 shares of TCFC in connection with merger. (F2) 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"). |
| 3 | Common | Common Stock | 2023-07-01 | A | A | 54,131 | $0.00 | 54,131 | D By TCFC ESOP | — | — | (F2) 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"). (F1) 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 23,246 shares of TCFC (which includes 417 TCFC RSAs that remain subject to vesting as previously reported by TCFC) in connection with merger. |
| 4 | Derivative | Restricted Stock Units | 2023-07-01 | A | A | 13,409 | $0.00 | 13,409 | D | — · — to — | 13,409 Common Stock | (F5) Each restricted stock unit represents a contingent right to receive one share of SHBI common stock. (F6) The restricted stock units vest in two equal annual instalments beginning July 1, 2024. |
| 5 | Derivative | Restricted Stock Units | 2023-07-01 | A | A | 8,595 | $0.00 | 22,004 | D | — · — to — | 8,595 Common Stock | (F8) 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. (F5) Each restricted stock unit represents a contingent right to receive one share of SHBI common stock. (F7) The restricted stock units vest as follows: 983 units on August 20, 2023, 778 units on December 17, 2023, 950 units on February 4, 2024, 596 units on each of February 10, 2024 and February 10, 2025, and 1,564 units on each of March 6, 2024, March 6, 2025 and March 6, 2026. |
| 6 | Derivative | Restricted Stock Units | 2023-07-01 | A | A | 9,331 | $0.00 | 31,335 | D | — · — to — | 9,331 Common Stock | (F10) 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. (F5) Each restricted stock unit represents a contingent right to receive one share of SHBI common stock. (F9) The restricted stock units vest as follows: 2,848 on December 31, 2023, 1,788 on December 31, 2024, and 4,695 on December 31, 2025. |