Eric Wedeen Form 4 COMMUNITY FINANCIAL SHARES / ERIC WEDEEN ownership change

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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X

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^*

WEDEEN ERIC

(Last) (First) (Middle)

357 ROOSEVELT ROAD

(Street)

GLEN ELLYN IL 60137

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COMMUNITY FINANCIAL SHARES INC [ CFIS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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		C		250,000	A	$0(1)	250,000	D
Common Stock	07/24/2015		D		250,000	D	$0(2)	0.0000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (Right-to-Buy)	$23.7	04/13/2015		D			2,200	01/17/2008	01/17/2017	Common Stock	2,200	(3)	0.0000	D
Series C Preferred Stock	(1)	07/24/2015		C			2,500	12/21/2012	(1)	Common Stock	250,000	(1)	0.0000	D

Explanation of Responses:

1. Pursuant to the articles supplementary to the articles of incorporation of Community Financial Shares, Inc. for the Series C Convertible Noncumulative Perpetual Preferred Stock, which was approved by stockholders at a special meeting on July 16, 2015, each Series C Convertible Noncumulative Perpetual Preferred Stock automatically converted into 100 shares of common stock of the issuer immediately prior to the effective time of the merger between issuer and Wintrust Merger Sub LLC, a wholly-owned subsidiary of Wintrust Financial corporation (the "Merger"), pursuant to an Agreement and Plan of Merger, dated March 2, 2015, among the issuer, Wintrust and Merger Sub (the "Merger Agreement"), without any action on the part of the holder of such Series C Convertible Noncumulative Perpetual Preferred Stock. The Merger was completed on July 24, 2015.

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 3,250 shares of Wintrust Financial Corporation common stock and $177,500.00 in cash.

3. Stock Options were terminated and cancelled in exchange for $100 pursuant to a stock option cancellation agreement.

Remarks:

Exhibit List: Exhibit 24 Power of Attorney

	/s/ Christopher Barton, Power of Attorney	07/28/2015
	** Signature of Reporting Person	Date
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