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 ^* REXROAD JERRY L	2. Issuer Name and Ticker or Trading Symbol CAROLINA FINANCIAL CORP [ CARO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO
(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		M		4449 ⁽²⁾	A	$16.56	249028	D
Common Stock	5/1/2020		F		4276	D	⁽⁵⁾	244752	D
Common Stock	5/1/2020		D		4949	D	⁽⁵⁾	239803	D
Common Stock	5/1/2020		D		239803	D	⁽¹⁾	0	D
Common Stock	5/1/2020		D		11040	D	⁽¹⁾	0	I	By Spouse

*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	$4.1667	5/1/2020		D			78902	⁽²⁾	4/25/2023	Common Stock	78902	$24.8233	0	D
Option to Purchase Common Stock	$11.5833	5/1/2020		D			24590	⁽²⁾	1/21/2025	Common Stock	24590	$17.4067	0	D
Option to Purchase Common Stock	$16.56	5/1/2020		D			16613	⁽²⁾	1/20/2026	Common Stock	16613	$16.32	0	D
Option to Purchase Common Stock	$16.83	5/1/2020		D			4000	⁽³⁾	3/16/2026	Common Stock	4000	⁽³⁾	0	D
Option to Purchase Common Stock	$30.9	5/1/2020		D			8441	⁽³⁾	2/15/2027	Common Stock	8441	⁽³⁾	0	D
Restricted Stock Units	⁽⁴⁾	5/1/2020		D			4960	⁽⁴⁾	⁽⁴⁾	Common Stock	4960	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	5/1/2020		D			2480	⁽⁴⁾	⁽⁴⁾	Common Stock	2480	⁽⁴⁾	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)	In accordance with the Merger Agreement and at the election of the reporting person, these options were cancelled in the merger in exchange for a cash payment in the amount indicated, representing the difference between the exercise price of the option and $28.99 per share, the market value of the underlying Carolina Financial Corporation common stock calculated in accordance with the provisions of the Merger Agreement, net of shares withheld by the issuer at the direction of the reporting person to cover payment of the exercise price and tax liabilities incident to the vesting of the options in accordance with Rule 16b-3. With respect to the options having an exercise price of $16.56 and an expiration date of January 20, 2026, 4,449 shares were issued to the reporting person following the withholding of shares by the issuer to cover payment of the exercise price and tax liabilities incident to the vesting of the options.
(3)	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.
(4)	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 cancelled in the merger in exchange for payment in cash equal to the product of (x) $28.99 per share, the market value of the underlying Carolina Financial Corporation common stock calculated in accordance with the provisions of the Merger Agreement and (y) the number of restricted stock units subject to the award, assuming 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.
(5)	Represents shares of restricted stock previously granted to the reporting person. In accordance with the Merger Agreement and at the election of the reporting person, 4,949 restricted shares were cancelled in the merger in exchange for payment in cash equal to the product of (x) $28.99 per share, the market value of the underlying Carolina Financial Corporation common stock calculated in accordance with the provisions of the Merger Agreement and (y) the number of restricted shares subject to the award, and 4,276 restricted shares were withheld by the issuer at the direction of the reporting person to cover payment of tax liabilities incident to the vesting of the restricted shares in accordance with Rule 16b-3.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
REXROAD JERRY L 288 MEETING STREET CHARLESTON, SC 29401	X		President and CEO