Statement of Changes in Beneficial Ownership (4)

FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* GEHMAN WILLIAM A III	2. Issuer Name and Ticker or Trading Symbol CAROLINA FINANCIAL CORP [ CARO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive VP and CFO
(Last) (First) (Middle) 288 MEETING STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 5/1/2020
(Street) CHARLESTON, SC 29401 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	5/1/2020		F		1447	D	$32.88	42462	D
Common Stock	5/1/2020		M		1355 ⁽³⁾	A	$0	43817	D
Common Stock	5/1/2020		D		43817	D	⁽¹⁾	0	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	$16.83	5/1/2020		D			1000	⁽²⁾	3/16/2026	Common Stock	1000	⁽²⁾	0	D
Option to Purchase Common Stock	$30.9	5/1/2020		D			1324	⁽²⁾	2/15/2027	Common Stock	1324	⁽²⁾	0	D
Restricted Stock Units	⁽³⁾	5/1/2020		D			2525	⁽³⁾	⁽³⁾	Common Stock	2525	⁽³⁾	0	D

Explanation of Responses:
(1)	Disposed of in accordance with the Agreement and Plan of Merger, dated as of November 17, 2019 (the "Merger Agreement"), by and between Carolina Financial Corporation and United Bancshares, Inc., pursuant to which Carolina Financial Corporation was merged with and into United Bancshares, Inc., effective May 1, 2020 (the "Merger"). On May 1, 2020, the effective date of the Merger, each issued and outstanding share of Carolina Financial Corporation common stock was converted into the right to receive 1.13 shares of United Bancshares, Inc. common stock (subject to the payment of cash in lieu of fractional shares) (the "Merger Consideration"). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Carolina Financial Corporation common stock.
(2)	Pursuant to the Merger Agreement, at the effective time of the Merger, each stock option not cashed out at the election of the reporting person, was converted into the right to acquire shares of United Bancshares, Inc. common stock, as adjusted to reflect the exchange ratio of 1.13.
(3)	Represents restricted stock units previously granted to the reporting person. In accordance with the Merger Agreement and at the election of the reporting person, these restricted stock units were converted into the right to receive the merger consideration in respect of each share of Carolina Financial Corporation common stock underlying the restricted stock unit. Per the Merger Agreement, the number of restricted stock units subject to the award assumes performance achieved at the maximum level, net of shares withheld by the issuer at the direction of the reporting person to cover payment of tax liabilities incident to the vesting of the restricted stock units in accordance with Rule 16b-3. 1,355 shares were issued to the reporting person following the withholding of shares by the issuer to cover payment of tax liabilities incident to the vesting of the restricted stock units.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GEHMAN WILLIAM A III 288 MEETING STREET CHARLESTON, SC 29401			Executive VP and CFO