SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol COMMUNITY FINANCIAL SHARES INC [ CFIS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/24/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/24/2015 | D | 99,536 | D | $0(1) | 0.0000 | D | |||
| Common Stock | 07/24/2015 | D | 2,776 | D | $0(2) | 0.0000 | I | Wife's Trust | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Pursuant to an Agreement and Plan of Merger, dated as of March 2, 2015 among the issuer, Wintrust Financial Corporation and Wintrust Merger Sub LLC (the "Merger Agreement"), each share of issuer common stock was converted into the right to receive 0.013 shares of Wintrust Financial Corporation common stock and $0.71 in cash, plus cash in lieu of a fraction of a share of Wintrust common stock to which the holder might otherwise be entitled, such amount being determined by multiplying such fraction by $54.37. Accordingly, on July 24, 2015, the effective date of the merger, the reporting person's shares of issuer common stock were disposed of in exchange for 1,293 shares of Wintrust Financial Corporation common stock and $70,723.19 in cash. |
| 2. Pursuant to the Merger Agreement each share of issuer common stock was converted into the right to receive 0.013 shares of Wintrust Financial Corporation common stock and $0.71 in cash, plus $54.37 for any fractional share of Wintrust Financial Corporation common stock to which the individual would have been otherwise entitled. Accordingly, on July 24, 2015, the effective date of the merger, the reporting person's shares of issuer common stock were disposed of in exchange for 36 shares of Wintrust Financial Corporation common stock and $1,975.74 in cash. |
| Remarks: |
| Exhibit List: Exhibit 24 Power of Attorney |
| /s/ Christopher Barton, Power of Attorney | 07/28/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||