Form 4 for SHBI SHORE BANCSHARES INC
Accepted 2023-07-05 00:00:00 ET · period of report 2023-07-01 · accession 0001104659-23-078359 · 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 | Lombardi Christy | See Remarks | A - Grant | $0.00 | +26.6K | 26.6K | New | $0 |
| DI | 2023-07-05 | 2023-07-01 | SHBI | Lombardi Christy | See Remarks | A - Grant | $0.00 | +6,112 | 6,112 | New | $0 |
| DM | 2023-07-05 | 2023-07-01 | SHBI | Lombardi Christy | See Remarks | A - Grant | $0.00 | +29.5K | 25.9K | 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 | 26,589 | $0.00 | 26,589 | 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 11,418 shares (plus shares that were transferred from the TCFC DRIP shares) of TCFC in connection with merger. |
| 2 | Common | Common Stock | 2023-07-01 | A | A | 6,112 | $0.00 | 6,112 | 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"). (F3) The indicated shares were received in exchange for 2,625 shares of TCFC in connection with merger. |
| 3 | Derivative | Restricted Stock Units | 2023-07-01 | A | A | 22,590 | $0.00 | 22,590 | D | — · — to — | 22,590 Common Stock | (F4) Each restricted stock unit represents a contingent right to receive one share of SHBI common stock. (F5) The restricted stock units vest in two equal annual instalments beginning July 1, 2024. |
| 4 | Derivative | Restricted Stock Units | 2023-07-01 | A | A | 3,591 | $0.00 | 29,500 | D | — · — to — | 3,591 Common Stock | (F9) 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. (F4) Each restricted stock unit represents a contingent right to receive one share of SHBI common stock. (F8) The restricted stock units vest as follows: 1,586 on December 31, 2023, 985 on December 31, 2024, and 1,020 on December 31, 2025. |
| 5 | Derivative | Restricted Stock Units | 2023-07-01 | A | A | 3,319 | $0.00 | 25,909 | D | — · — to — | 3,319 Common Stock | (F7) 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. (F4) Each restricted stock unit represents a contingent right to receive one share of SHBI common stock. (F6) The restricted stock units vest as follows: 533 units on August 20, 2023, 582 units on December 17, 2023, 529 units on February 4, 2024, 328 units on February 10, 2024, 329 units on February 10, 2025, and 339 units on each of March 6, 2024 and March 6, 2025 and 340 units on March 6, 2026. |