Form 4 for SHBI SHORE BANCSHARES INC
Accepted 2023-07-05 00:00:00 ET · period of report 2023-07-01 · accession 0001104659-23-078356 · 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 | Capitani Todd L | See Remarks | A - Grant | $0.00 | +7,877 | 3,285 | New | $0 |
| D | 2023-07-05 | 2023-07-01 | SHBI | Capitani Todd L | See Remarks | A - Grant | $0.00 | +22.6K | 22.6K | New | $0 |
| DM | 2023-07-05 | 2023-07-01 | SHBI | Capitani Todd L | See Remarks | A - Grant | $0.00 | +17.5K | 17.5K | 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 | 4,592 | $0.00 | 4,592 | I By Spouse 401(k) | — | — | (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"). (F3) The indicated shares were received in exchange for 1,972 shares of TCFC in connection with merger. |
| 2 | Common | Common Stock | 2023-07-01 | A | A | 22,551 | $0.00 | 22,551 | D By TCFC ESOP | — | — | (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 9,684 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 | 3,285 | $0.00 | 3,285 | I | — | — | (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"). (F4) The indicated shares were received in exchange for 1,411 shares of TCFC in connection with merger. |
| 4 | Derivative | Restricted Stock Units | 2023-07-01 | A | A | 10,727 | $0.00 | 10,727 | D | — · — to — | 10,727 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 | 3,149 | $0.00 | 13,876 | D | — · — to — | 3,149 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: 550 units on August 20, 2023, 389 units on December 17, 2023, 531 units on February 4, 2024, 328 units on February 10, 2024, 329 units on February 10, 2025, and 341 units on each of March 6, 2024, March 6, 2025 and 340 units on March 6, 2026. |
| 6 | Derivative | Restricted Stock Units | 2023-07-01 | A | A | 3,603 | $0.00 | 17,479 | D | — · — to — | 3,603 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: 1,591 on December 31, 2023, 987 on December 31, 2024, and 1,025 on December 31, 2025. |