Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 2:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G/A
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO §240.13d-2
(Amendment
No. 16)
1
The
Community Financial Corporation
(Name
of Issuer)
Common
Stock, $0.01 Par Value
(Title
of Class of Securities)
20368X
101
(CUSIP
Number)
December
31, 2017
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
Page
1 of 6 pages
CUSIP NO. 20368X 101
|
13G/A
|
Page 2 of 6 Pages
|
1
|
NAMES OF REPORTING PERSONS:
Michael L. Middleton
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
160,434 (1)
|
6
|
SHARED VOTING POWER
|
23,036 (2)
|
7
|
SOLE DISPOSITIVE POWER
|
107,987 (3)
|
8
|
SHARED DISPOSITIVE POWER
|
23,036
(
2)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
183,470
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9% (4)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
(1)
|
Includes 3,474 shares of unvested restricted stock and
91,901 shares held in a trust over which the reporting person has sole voting power.
|
|
(2)
|
Consists of shares held in joint tenancy by the reporting
person and his spouse.
|
|
(3)
|
Does not include 3,474 shares of unvested restricted
stock or 48,973 shares allocated to the reporting person’s account under the Community Bank of the Chesapeake Employee Stock
Ownership Plan.
|
|
(4)
|
Based on 4,649,658 shares outstanding as of December
31, 2017.
|
CUSIP NO. 20368X 101
|
13G/A
|
Page 3 of 6 Pages
|
1
|
NAMES OF REPORTING PERSONS:
Sara Middleton
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
74,578
|
6
|
SHARED VOTING POWER
|
23,036 (1)
|
7
|
SOLE DISPOSITIVE POWER
|
74,578
|
8
|
SHARED DISPOSITIVE POWER
|
23,036 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,614
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1% (2)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
(1)
|
Consists of shares
held in joint tenancy by the reporting person and her spouse.
|
|
(2)
|
Based on 4,649,658
shares outstanding as of December 31, 2017.
|
SCHEDULE
13-G/A
Securities
and Exchange Commission
Washington,
DC 20549
|
Item 1
|
(a).
|
Name of Issuer:
The Community Financial Corporation
|
|
(b).
|
Address of
Issuer’s Principal Executive Offices
:
|
3035
Leonardtown Road, Waldorf, Maryland 20604
|
Item 2
|
(a).
|
Names of Persons Filing:
Michael L. Middleton and Sara Middleton
|
|
(b).
|
Address of
Principal Business Office:
|
3035
Leonardtown Road, Waldorf, Maryland 20604
|
(c).
|
Citizenship:
United States of America
|
|
(d).
|
Title of Class
of Securities:
Common Stock, $0.01 par value.
|
|
(e).
|
CUSIP
Number:
20368X 101
|
|
Item 3.
|
If this statement
is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
Not
applicable. This Statement is being filed pursuant to §240.13d-1(c).
|
(a)
|
Amount Beneficially
Owned
: See Row 9 of the second part of the cover page for each reporting person.
|
|
(b)
|
Percent
of Class
: See Row 11 of the second part of the cover page for each reporting person.
|
|
(c)
|
Number of
Shares as to Which the Person Has
: See Rows 5, 6, 7, and 8 of the second part of the cover page for each reporting
person.
|
|
Item 5.
|
Ownership of
Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following:
¨
|
Item 6.
|
Ownership of
More Than Five Percent on Behalf of Another Person.
|
Not
applicable.
|
Item 7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not
applicable.
|
Item 8.
|
Identification
and Classification of Members of the Group.
|
See
Exhibit A
|
Item 9.
|
Notice of Dissolution
of Group.
|
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
/s/ Michael L. Middleton
|
|
February 8, 2018
|
Michael L. Middleton
|
|
|
|
|
|
|
|
|
/s/ Sara Middleton
|
|
February 8, 2018
|
Sara Middleton
|
|
|
Exhibit
A
Members
of the group:
Michael
L. Middleton
Sara
Middleton
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