Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
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).
CUSIP NO. 20368X 101
|
13G/A
|
Page
2 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS:
Community Bank of the Chesapeake Employee Stock
Ownership Plan
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Maryland
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
23,662
(1)
|
6
|
SHARED VOTING POWER
222,590
(2)
|
7
|
SOLE DISPOSITIVE POWER
246,252
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
246,252
|
10
|
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3% (3)
|
12
|
TYPE OF REPORTING PERSON
EP
|
|
|
|
|
|
(1)
|
Consists of unallocated shares held by the Community Bank of the Chesapeake Employee Stock Ownership
Plan (the ESOP”). The unallocated shares held by the ESOP are voted by the ESOP trustees in the same proportion as allocated
shares for which the trustees receive voting instructions from ESOP participants.
|
|
(2)
|
Consists of shares allocated to the accounts of ESOP participants. These allocated shares are voted
in accordance with the written instructions of the individual ESOP participants.
|
|
(3)
|
Based on 4,649,658 shares outstanding as of December 31, 2017.
|
CUSIP NO. 20368X 101
|
13G/A
|
Page 3 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS:
Austin J. Slater, Jr.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
x
|
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
20,331
(1)
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
20,331
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,331
|
10
|
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4% (2)
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
|
The amount reported excludes 23,662 unallocated and 246,252 allocated ESOP shares, which the reporting
person may be deemed to beneficially own due to the reporting person’s service as a trustee of the ESOP. The unallocated
shares held by the ESOP are voted by the ESOP trustees in the same proportion as allocated shares for which the trustees receive
written voting instructions from ESOP participants. Allocated ESOP shares are voted by the ESOP trustees in accordance with written
voting instructions received from the individual ESOP participants. If participants do not provide written voting instructions,
the trustees vote the allocated shares proportionately with those allocated shares for which voting instructions are received.
The reporting person disclaims any beneficial ownership interest in the shares held by the ESOP.
|
|
(2)
|
Based on 4,649,658 shares outstanding as of December 31, 2017.
|
CUSIP NO. 20368X 101
|
13G/A
|
Page 4 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS:
Joseph V. Stone, Jr.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
x
|
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
27,125
(1)
|
6
|
SHARED VOTING POWER
2,000
(2)
|
7
|
SOLE DISPOSITIVE POWER
27,125
|
8
|
SHARED DISPOSITIVE POWER
2,000 (2)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,125
|
10
|
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6% (2)
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
|
The amount reported excludes 23,662 unallocated and 246,252 allocated ESOP shares, which the reporting
person may be deemed to beneficially own due to the reporting person’s service as a trustee of the ESOP. The unallocated
shares held by the ESOP are voted by the ESOP trustees in the same proportion as allocated shares for which the trustees receive
written voting instructions from ESOP participants. Allocated ESOP shares are voted by the ESOP trustees in accordance with written
voting instructions received from the individual ESOP participants. If participants do not provide written voting instructions,
the trustees vote the allocated shares proportionately with those allocated shares for which voting instructions are received.
The reporting person disclaims any beneficial ownership interest in the shares held by the ESOP.
|
|
(2)
|
Shares held in the reporting person’s spouse’s IRA.
|
|
(3)
|
Based on 4,649,658 shares outstanding as of December 31, 2017.
|
CUSIP NO. 20368X 101
|
13G/A
|
Page 5 of 9 Pages
|
1
|
NAMES OF REPORTING PERSONS:
Kathryn M. Zabriskie
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
x
|
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
2,550
(1)
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
2,550
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,550
|
10
|
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.05% (2)
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
(1)
|
The amount reported excludes 23,662 unallocated and 246,252 allocated ESOP shares, which the reporting
person may be deemed to beneficially own due to the reporting person’s service as a trustee of the ESOP. The unallocated
shares held by the ESOP are voted by the ESOP trustees in the same proportion as allocated shares for which the trustees receive
written voting instructions from ESOP participants. Allocated ESOP shares are voted by the ESOP trustees in accordance with written
voting instructions received from the individual ESOP participants. If participants do not provide written voting instructions,
the trustees vote the allocated shares proportionately with those allocated shares for which voting instructions are received.
The reporting person disclaims any beneficial ownership interest in the shares held by the ESOP.
|
|
(2)
|
Based on 4,649,658 shares outstanding as of December 31, 2017.
|
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 20601
Item 2
(a).
Name of Person(s)
Filing.
Community Bank of the
Chesapeake Employee Stock Ownership Plan (“ESOP”) and the following individuals who serve as its trustees: Austin J.
Slater, Jr., Joseph V. Stone, Jr. and Kathryn M. Zabriskie. The ESOP trustees expressly disclaim beneficial ownership of any shares
held in the ESOP in which such person does not have a direct pecuniary interest.
(b).
Address
of Principal Business Office.
Same as Item 1(b).
(c).
Citizenship.
See Row 4 of the second
part of the cover page provided for each reporting person.
(d).
Title of
Class of Securities.
Common Stock, par value
$0.01 per share.
(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:
|
(f)
|
x
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F)
|
Items (a), (b), (c),
(d), (e), (g), (h), (i), (j) and (k) are not applicable. This amended Schedule 13G is being filed on behalf of the ESOP identified
in Item 2(a), filing under the Item 3(f) classification, and by each trustee of the trust established pursuant to the ESOP (the
“ESOP Trust”), filing pursuant to Rule 13d-1(c).
Exhibit A
contains a description of the voting and dispositive
powers over shares of the Issuer held directly by these entities. Each trustee of the ESOP Trust set forth in
Exhibit A
,
although filing under the Item 3(f) classification because of their status as trustees of the ESOP, disclaims that he or she is
acting in concert with, or is a member of a group consisting of, the other ESOP trustees.
Item 4. Ownership.
|
(a)
|
Amount Beneficially Owned
:
See Row 9 of the second part of the cover page provided
for each reporting person.
|
|
(b)
|
Percent of Class
:
See Row 11 of the second part of the cover page provided for each
reporting person.
|
|
(c)
|
Number of Shares as to Which Such Person Has
:
See Rows 5, 6, 7, and 8 of the second
part of the cover page provided 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.
The ESOP Committee
has the power to determine whether dividends on allocated shares that are paid to the ESOP Trust are distributed to participants
or are used to repay the ESOP loan.
|
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.
Item 10. Certification.
By signing
below, each signatory in the capacity of an ESOP trustee certifies that, to the best of his or her knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course of business and 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.
By signing below, each
signatory in his or her individual capacity certifies that, to the best of his or her 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.
COMMUNITY BANK OF THE CHESAPEAKE
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
By Its Trustees:
/s/ Austin J. Slater, Jr.
|
|
February 14, 2018
|
Austin J. Slater, Jr., as Trustee
|
|
|
|
|
|
|
|
|
/s/ Joseph V. Stone, Jr.
|
|
February 14, 2018
|
Joseph V. Stone, Jr., as Trustee
|
|
|
|
|
|
|
|
|
/s/ Kathryn M. Zabriskie
|
|
February 14, 2018
|
Kathryn M. Zabriskie, as Trustee
|
|
|
|
|
|
|
|
|
/s/ Austin J. Slater, Jr.
|
|
February 14, 2018
|
Austin J. Slater, Jr., as an Individual Stockholder
|
|
|
|
|
|
|
|
|
/s/ Joseph V. Stone,. Jr.
|
|
February 14, 2018
|
Joseph V. Stone, Jr., as an Individual Stockholder
|
|
|
|
|
|
|
|
|
/s/ Kathryn M. Zabriskie
|
|
February 14, 2018
|
Kathryn M. Zabriskie, as an Individual Stockholder
|
|
|
Exhibit A
The trustees of the
ESOP hold shares of common stock of the Issuer in the ESOP Trust for the benefit of employees participating in the ESOP. Pursuant
to Section 10.3(b) of the ESOP, the ESOP trustees vote common stock (i) allocated to participant accounts in accordance with written
instructions by participants, (ii) shares of common stock of the Issuer which have not been allocated and allocated stock for which
no voting direction has been received shall be voted by the trustees in the same proportion as participants direct the voting of
allocated shares, and (iii) if no voting direction has been received as to allocated shares, Community Bank of the Chesapeake,
as the ESOP Committee, may direct the trustees as to the voting of all unallocated shares, and if the ESOP Committee gives no direction,
the trustees shall vote such shares in their sole discretion. Pursuant to Section 10 of the ESOP, the ESOP trustees exercise investment
discretion as directed by the ESOP Committee. However, the trustees must exercise voting and dispositive power with respect to
the assets held by the ESOP, including common stock of the Issuer, in accordance with the fiduciary responsibility requirements
imposed by Section 404 of the Employee Retirement Income Security Act of 1974, as amended. A majority vote of the trustees is required
to exercise any voting or investment power over the shares held in the ESOP.
The ESOP trustees and
their beneficial ownership of the shares of common stock of the Issuer exclusive of responsibilities as an ESOP trustee or ESOP
sponsor, as the case may be, are as follows (such ownership disregarded in reporting the ESOP’s ownership within this Schedule
13G/A).
Name
|
Direct Beneficial Ownership of Issuer Common Stock
|
Beneficial Ownership as an ESOP Participant
|
Austin J. Slater, Jr.
|
20,331
|
0
|
Joseph V. Stone, Jr.
|
29,125
|
0
|
Kathryn Zabriskie
|
2,550
|
0
|
The ESOP trustees expressly
disclaim beneficial ownership of any shares held in the ESOP in which such person does not have a direct pecuniary interest. The
ESOP trustees disclaim that he or she is acting in concert with, or is a member of a group consisting of, the other ESOP trustees.