James M. Burke - Jul 1, 2023 Form 4 Insider Report for SHORE BANCSHARES INC (SHBI)

Role
President and CEO, Director
Signature
/s/ Christy Lombardi, Attorney in Fact for James M. Burke
Stock symbol
SHBI
Transactions as of
Jul 1, 2023
Transactions value $
$0
Form type
4
Date filed
7/5/2023, 09:27 PM
Previous filing
May 3, 2023
Next filing
Aug 22, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SHBI Common Stock Award $0 +54.1K $0.00 54.1K Jul 1, 2023 Direct F1, F2
transaction SHBI Common Stock Award $0 +5.27K $0.00 5.27K Jul 1, 2023 By TCFC ESOP F2, F3
transaction SHBI Common Stock Award $0 +2.38K $0.00 2.38K Jul 1, 2023 By IRA F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SHBI Restricted Stock Units Award $0 +13.4K $0.00 13.4K Jul 1, 2023 Common Stock 13.4K Direct F5, F6
transaction SHBI Restricted Stock Units Award $0 +8.6K +64.1% $0.00 22K Jul 1, 2023 Common Stock 8.6K Direct F5, F7, F8
transaction SHBI Restricted Stock Units Award $0 +9.33K +42.41% $0.00 31.3K Jul 1, 2023 Common Stock 9.33K Direct F5, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
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 2,262 shares of TCFC in connection with merger.
F4 The indicated shares were received in exchange for 1,020 shares of TCFC in connection with merger.
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.
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.
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.
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.
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.