Form 4 for SHBI SHORE BANCSHARES INC
Accepted 2023-07-05 00:00:00 ET · period of report 2023-07-01 · accession 0001104659-23-078357 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-07-05 | 2023-07-01 | SHBI | Ebron Brian Scot | Chief Banking Off | A - Grant | $0.00 | +12.3K | 12.3K | New | $0 |
| DMI | 2023-07-05 | 2023-07-01 | SHBI | Ebron Brian Scot | Chief Banking Off | A - Grant | $0.00 | +36.5K | 36.1K | New | $0 |
| DM | 2023-07-05 | 2023-07-01 | SHBI | Ebron Brian Scot | Chief Banking Off | A - Grant | $0.00 | +8,813 | 8,813 | 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 | 12,276 | $0.00 | 12,276 | 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 5,272 shares of TCFC (plus shares that were transferred from the TCFC DRIP shares) in connection with merger. |
| 2 | Common | Common Stock | 2023-07-01 | A | A | 379 | $0.00 | 379 | I By IRA | — | — | (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 163 shares of TCFC in connection with merger. |
| 3 | Common | Common Stock | 2023-07-01 | A | A | 36,148 | $0.00 | 36,148 | I | — | — | (F4) The indicated shares were received in exchange for 15,523 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"). |
| 4 | Derivative | Restricted Stock Units | 2023-07-01 | A | A | 3,124 | $0.00 | 3,124 | D | — · — to — | 3,124 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 | 2,699 | $0.00 | 5,823 | D | — · — to — | 2,699 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: 447 units on August 20, 2023, 389 units on December 17, 2023, 428 units on February 4, 2024, 272 units on February 10, 2024, 271 units on February 10, 2025, and 297 units on each of March 6, 2024, March 6, 2025 and 298 units on March 6, 2026. |
| 6 | Derivative | Restricted Stock Units | 2023-07-01 | A | A | 2,990 | $0.00 | 8,813 | D | — · — to — | 2,990 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: 1,281 on December 31, 2023, 815 on December 31, 2024, and 894 on December 31, 2025. |