UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
The Community Financial Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
20368X101
(CUSIP Number)
October 27, 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:
☐ Rule 13d-1(b)
☒ 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).
CUSIP No. 20368X101 | 13G | Page 2 of 21 Pages | |||
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Basswood Capital Management, L.L.C. | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ | ||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
6 | SHARED VOTING POWER 457,658 | ||||
7 | SOLE DISPOSITIVE POWER 0 | ||||
8 | SHARED DISPOSITIVE POWER 457,658 | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 457,658 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.84% | ||||
12 | TYPE OF REPORTING PERSON* IA |
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CUSIP No. 20368X101 | 13G | Page 3 of 21 Pages | |||
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Basswood Partners, L.L.C. | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
6 | SHARED VOTING POWER 138,015 | ||||
7 | SOLE DISPOSITIVE POWER 0 | ||||
8 | SHARED DISPOSITIVE POWER 138,015 | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 138,015 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.97% | ||||
12 | TYPE OF REPORTING PERSON* OO |
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CUSIP No. 20368X101 | 13G | Page 4 of 21 Pages | |||
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Basswood Enhanced Long Short GP, LLC | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
6 | SHARED VOTING POWER 133,998 | ||||
7 | SOLE DISPOSITIVE POWER 0 | ||||
8 | SHARED DISPOSITIVE POWER 133,998 | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 133,998 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.88% | ||||
12 | TYPE OF REPORTING PERSON* OO |
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CUSIP No. 20368X101 | 13G | Page 5 of 21 Pages | |||
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Basswood Financial Fund, LP | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
6 | SHARED VOTING POWER 73,487 | ||||
7 | SOLE DISPOSITIVE POWER 0 | ||||
8 | SHARED DISPOSITIVE POWER 73,487 | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 73,487 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.58% | ||||
12 | TYPE OF REPORTING PERSON* PN |
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CUSIP No. 20368X101 | 13G | Page 6 of 21 Pages | |||
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Basswood Financial Fund, Inc. | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
6 | SHARED VOTING POWER 26,435 | ||||
7 | SOLE DISPOSITIVE POWER 0 | ||||
8 | SHARED DISPOSITIVE POWER 26,435 | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,435 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.57% | ||||
12 | TYPE OF REPORTING PERSON* CO |
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CUSIP No. 20368X101 | 13G | Page 7 of 21 Pages | |||
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Basswood Financial Long Only Fund, LP | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
6 | SHARED VOTING POWER 18,988 | ||||
7 | SOLE DISPOSITIVE POWER 0 | ||||
8 | SHARED DISPOSITIVE POWER 18,988 | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,988 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.41% | ||||
12 | TYPE OF REPORTING PERSON* PN |
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CUSIP No. 20368X101 | 13G | Page 8 of 21 Pages | |||
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Basswood Enhanced Long Short Fund, LP | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
6 | SHARED VOTING POWER 133,998 | ||||
7 | SOLE DISPOSITIVE POWER 0 | ||||
8 | SHARED DISPOSITIVE POWER 133,998 | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 133,998 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.88% | ||||
12 | TYPE OF REPORTING PERSON* PN |
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CUSIP No. 20368X101 | 13G | Page 9 of 21 Pages | |||
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Basswood Opportunity Partners, LP | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
6 | SHARED VOTING POWER 45,540 | ||||
7 | SOLE DISPOSITIVE POWER 0 | ||||
8 | SHARED DISPOSITIVE POWER 45,540 | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,540 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.98% | ||||
12 | TYPE OF REPORTING PERSON* PN |
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CUSIP No. 20368X101 | 13G | Page 10 of 21 Pages | |||
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Basswood Opportunity Fund, Inc. | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
6 | SHARED VOTING POWER 34,563 | ||||
7 | SOLE DISPOSITIVE POWER 0 | ||||
8 | SHARED DISPOSITIVE POWER 34,563 | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,563 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.74% | ||||
12 | TYPE OF REPORTING PERSON* CO |
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CUSIP No. 20368X101 | 13G | Page 11 of 21 Pages | |||
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCM Select Equity I Master, Ltd. | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
6 | SHARED VOTING POWER 0 | ||||
7 | SOLE DISPOSITIVE POWER 0 | ||||
8 | SHARED DISPOSITIVE POWER 0 | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.00% | ||||
12 | TYPE OF REPORTING PERSON* CO |
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CUSIP No. 20368X101 | 13G | Page 12 of 21 Pages | |||
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Matthew Lindenbaum | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
6 | SHARED VOTING POWER 457,658 | ||||
7 | SOLE DISPOSITIVE POWER 0 | ||||
8 | SHARED DISPOSITIVE POWER 457,658 | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 457,658 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.84% | ||||
12 | TYPE OF REPORTING PERSON* IN |
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CUSIP No. 20368X101 | 13G | Page 13 of 21 Pages | |||
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bennett Lindenbaum | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ | ||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | |||
6 | SHARED VOTING POWER 457,658 | ||||
7 | SOLE DISPOSITIVE POWER 0 | ||||
8 | SHARED DISPOSITIVE POWER 457,658 | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 457,658 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.84% | ||||
12 | TYPE OF REPORTING PERSON* IN |
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Item 1(a) | Name of Issuer: |
The Community Financial Corporation | |
Item 1(b) | Address of Issuer's Principal Executive Offices: |
3035 Leonardtown Road | |
Waldorf, Maryland 20601 | |
Item 2(a) | Name of Person Filing: |
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. | |
Item 2(b) | Address or Principal Business Office: |
c/o Basswood Capital Management, L.L.C. | |
645 Madison Avenue, 10th Floor | |
New York, NY 10022 | |
Item 2(c) | Citizenship: |
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. | |
Item 2(d) | Title of Class of Securities: |
Common Stock, par value $0.01 per share | |
Item 2(e) | CUSIP Number: |
20368X101 | |
Item 3 | Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c): |
The information required by Item 3 is set forth in Row 12 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | |
Item 4 | Ownership: |
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 | Ownership of Five Percent or Less of a Class: |
On October 27, 2017, Basswood Partners, L.L.C., Basswood Enhanced Long Short GP, LLC, Basswood Financial Fund, LP, Basswood Financial Fund, Inc., Basswood Financial Long Only Fund, LP, Basswood Enhanced Long Short Fund, LP, Basswood Opportunity Partners, LP, Basswood Opportunity Fund, Inc. and BCM Select Equity I Master, Ltd. ceased to be beneficial owners of more than 5% of the Common Stock, par value $0.01 per share of the Issuer. | |
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: |
Not Applicable | |
Item 8 | Identification and Classification of Members of the Group: |
Not Applicable | |
Item 9 | Notice of Dissolution of Group: |
Not Applicable | |
Item 10 | Certification: |
By signing below the signatory certifies that, to the best of his 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 such purpose or effect.
[Remainder of page intentionally left blank]
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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: October 30, 2017
BASSWOOD CAPITAL MANGEMENT, L.L.C. | ||
By: | /s/ Matthew Lindenbaum | |
Name: Matthew Lindenbaum | ||
Title: Managing Member | ||
BASSWOOD PARTNERS, L.L.C. | ||
By: | /s/ Matthew Lindenbaum | |
Name: Matthew Lindenbaum | ||
Title: Managing Member | ||
BASSWOOD ENHANCED LONG SHORT GP, LLC | ||
By: | /s/ Matthew Lindenbaum | |
Name: Matthew Lindenbaum | ||
Title: Managing Member | ||
BASSWOOD FINANCIAL FUND, LP | ||
By: Basswood Capital Management, L.L.C. | ||
By: | /s/ Matthew Lindenbaum | |
Name: Matthew Lindenbaum | ||
Title: Managing Member |
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BASSWOOD FINANCIAL FUND, INC. | ||
By: Basswood Capital Management, L.L.C. | ||
By: | /s/ Matthew Lindenbaum | |
Name: Matthew Lindenbaum | ||
Title: Managing Member | ||
BASSWOOD FINANCIAL LONG ONLY FUND, LP | ||
By: Basswood Capital Management, L.L.C. | ||
By: | /s/ Matthew Lindenbaum | |
Name: Matthew Lindenbaum | ||
Title: Managing Member | ||
BASSWOOD ENHANCED LONG SHORT FUND, LP | ||
By: Basswood Capital Management, L.L.C. | ||
By: | /s/ Matthew Lindenbaum | |
Name: Matthew Lindenbaum | ||
Title: Managing Member | ||
BASSWOOD OPPORTUNITY PARTNERS, LP | ||
By: Basswood Capital Management, L.L.C. | ||
By: | /s/ Matthew Lindenbaum | |
Name: Matthew Lindenbaum | ||
Title: Managing Member | ||
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BASSWOOD OPPORTUNITY FUND, INC. | ||
By: Basswood Capital Management, L.L.C. | ||
By: | /s/ Matthew Lindenbaum | |
Name: Matthew Lindenbaum | ||
Title: Managing Member | ||
BCM SELECT EQUITY I MASTER, LTD. | ||
By: Basswood Capital Management, L.L.C. | ||
By: | /s/ Matthew Lindenbaum | |
Name: Matthew Lindenbaum | ||
Title: Managing Member | ||
/s/ Matthew Lindenbaum | ||
Name: Matthew Lindenbaum, an individual | ||
/s/ Bennett Lindenbaum | ||
Name: Bennett Lindenbaum, an individual |
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