Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The Community Financial Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
20368X101
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 on 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).
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CUSIP No. 20368X101
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13G
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Page 2 of
9 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Basswood Capital Management, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
218,578
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
218,578
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,578
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.92%
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12
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TYPE OF REPORTING PERSON*
IA
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CUSIP No. 20368X101
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13G
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Page 3 of
9 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew Lindenbaum
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
218,578
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
218,578
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,578
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||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.92%
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12
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TYPE OF REPORTING PERSON*
IN
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CUSIP No. 20368X101
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13G
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Page 4 of
9 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bennett Lindenbaum
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
218,578
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
218,578
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,578
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||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.92%
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12
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TYPE OF REPORTING PERSON*
IN
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Item 1(a)
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Name of Issuer:
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The Community Financial Corporation
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Item 1(b)
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Address of Issuer's Principal
Executive Offices:
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3035 Leonardtown Road
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Waldorf, MD 20601
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Item 2(a)
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Name of Person Filing:
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The information required by Item 2(a) is set forth in Row 1 of the cover page hereto for each Reporting Person and is incorporated
herein by reference for each such Reporting Person.
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Item 2(b)
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Address of
Principal Business Office or, if none, Residence:
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c/o Basswood Capital Management, L.L.C.
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645 Madison Avenue, 10th Floor
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New York, NY 10022
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Item 2(c)
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Citizenship:
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The information required by Item 2(c) is set forth in Row 4 of the cover page hereto for each Reporting Person and is incorporated
herein by reference for each such Reporting Person.
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Item 2(d)
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Title of Class of Securities:
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Common Stock, par value $.0.01 per share
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Item 2(e)
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CUSIP Number:
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20368X101
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Item 3
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Statement filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c):
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Not Applicable.
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Item 4
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Ownership:
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The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is
incorporated herein by reference for each such Reporting Person.
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Item 5
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Ownership of Five Percent or Less of
a Class:
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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 5 percent of the class of securities, check the following [X].
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Item 6
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Ownership of More than Five Percent
on Behalf of Another Person:
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Not Applicable
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Item 7
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Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
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Not Applicable
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Item 8
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Identification and Classification of
Members of the Group:
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Not Applicable
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Item 9
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Notice of Dissolution of Group:
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Not Applicable
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Item 10
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Certification:
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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.
[Remainder of page intentionally left blank]
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2019
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BASSWOOD CAPITAL MANAGEMENT, L.L.C.
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By:
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/s/ Matthew Lindenbaum
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Name:
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Matthew Lindenbaum
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Title:
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Managing Member
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/s/ Matthew Lindenbaum
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Matthew Lindenbaum, an individual
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/s/ Bennett Lindenbaum
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Bennett Lindenbaum, an individual
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