SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

The Community Financial Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

20368X101

(CUSIP Number)

Matthew Lindenbaum

Basswood Capital Management, L.L.C.

645 Madison Avenue, 10^th Floor

New York, NY 10022

(212) 521-9500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(with copies to)

Michael A. Schwartz, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8000

March 15, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

* 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 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				Page 2 of 21 Pages
1	NAME OF REPORTING PERSON Basswood Capital Management, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 456,209 (see Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 456,209 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 456,209 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.81%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA

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CUSIP No. 20368X101				Page 3 of 21 Pages
1	NAME OF REPORTING PERSON Basswood Partners, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 110,101 (see Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 110,101 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 110,101 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.37%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

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CUSIP No. 20368X101				Page 4 of 21 Pages
1	NAME OF REPORTING 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	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 133,998 (see Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 133,998 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 133,998 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.88%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

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CUSIP No. 20368X101				Page 5 of 21 Pages
1	NAME OF REPORTING PERSON Basswood Financial Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 73,487 (see Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 73,487 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 73,487 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.58%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

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CUSIP No. 20368X101				Page 6 of 21 Pages
1	NAME OF REPORTING PERSON Basswood Financial Fund, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 26,435 (see Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 26,435 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,435 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.57%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

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CUSIP No. 20368X101				Page 7 of 21 Pages
1	NAME OF REPORTING 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	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 18,988 (see Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 18,988 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,988 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.41%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

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CUSIP No. 20368X101				Page 8 of 21 Pages
1	NAME OF REPORTING 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	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 133,998 (see Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 133,998 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 133,998 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.88%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

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CUSIP No. 20368X101				Page 9 of 21 Pages
1	NAME OF REPORTING PERSON Basswood Opportunity Partners, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 17,626 (see Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 17,626 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,626 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.38%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

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CUSIP No. 20368X101				Page 10 of 21 Pages
1	NAME OF REPORTING PERSON Basswood Opportunity Fund, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 12,469 (see Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 12,469 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,469 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.27%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

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CUSIP No. 20368X101				Page 11 of 21 Pages
1	NAME OF REPORTING 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	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 50,008 (see Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 50,008 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,008 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.07%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

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CUSIP No. 20368X101				Page 12 of 21 Pages
1	NAME OF REPORTING PERSON Matthew Lindenbaum
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 456,209 (see Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 456,209 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 456,209 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.81%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

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CUSIP No. 20368X101				Page 13 of 21 Pages
1	NAME OF REPORTING PERSON Bennett Lindenbaum
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)					☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 456,209 (see Item 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 456,209 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 456,209 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)					☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.81%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

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Item 1. Security and the Issuer

This Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of The Community Financial Corporation, a Maryland corporation (the “Issuer”), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The address of the Issuer’s principal executive offices is 3035 Leonardtown Road, Waldorf, Maryland, 20601.

Item 2. Identity and Background

(a)This Schedule 13D is being filed on behalf of:

(i) Basswood Capital Management, L.L.C. (the “Management Company”), Basswood Partners, L.L.C. (“Basswood Partners”), Basswood Enhanced Long Short GP, LLC (“Basswood Long Short GP”), each a Delaware limited liability company;

(ii) Basswood Financial Fund, LP, Basswood Enhanced Long Short Fund, LP, Basswood Financial Long Only Fund, LP, Basswood Opportunity Partners, LP, each a Delaware limited partnership, Basswood Financial Fund, Inc., Basswood Opportunity Fund, Inc., BCM Select Equity I Master, Ltd., each a Cayman Islands corporation (collectively, the “Funds”); and

(iii) Matthew Lindenbaum and Bennett Lindenbaum.

The Funds and certain managed accounts directly own shares of Common Stock.  The Management Company is the investment manager or adviser to the Funds and the managed accounts and may be deemed to have beneficial ownership over the Common Stock directly owned by the Funds and managed accounts by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Common Stock held by them.  Basswood Partners is the general partner of each of Basswood Financial Fund, LP, Basswood Opportunity Partners, LP and Basswood Financial Long Only Fund, LP and may be deemed to have beneficial ownership over the Common Stock directly owned by such Funds by virtue of its position as general partner.  Basswood Long Short GP is the general partner of Basswood Enhanced Long Short Fund, LP and may be deemed to have beneficial ownership over the Common Stock directly owned by such Fund by virtue of its position as general partner. Matthew Lindenbaum and Bennett Lindenbaum are the managing members of the Management Company and control the business activities of the Management Company.  The Management Company, Basswood Partners, Basswood Long Short GP, the Funds, Matthew Lindenbaum and Bennett Lindenbaum may be referred to herein as the “Reporting Persons”.

(b)  The address of the principal business and principal office of each of the Reporting Persons is 645 Madison Avenue, 10th Floor, New York, New York 10022.

(c)  The principal business of the Management Company is to serve as investment manager or adviser to certain investment funds, and to control the investing and trading in securities of such investment funds.  The principal business of each of Matthew Lindenbaum and Bennett Lindenbaum is to act as the managing member of the Management Company and certain affiliated entities.

(d)  None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)  None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been a party to a civil

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proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)  Each of Matthew Lindenbaum and Bennett Lindenbaum is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

The Reporting Persons expended an aggregate of $9,226,683 (including commissions, if any) to acquire the 456,209 shares of Common Stock reported herein as beneficially owned by them.  The Reporting Persons effect purchases and hold securities primarily through margin accounts maintained for them with each of BNP Paribas Prime Brokerage, Morgan Stanley & Co., J.P. Morgan Securities LLC and State Street Bank and Trust Company, which may extend margin credit to the Reporting Persons as and when required to open or carry positions in the margin accounts, subject to applicable Federal margin regulations, stock exchange rules and the firms’ credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

Item 4. Purpose of Transaction.

On March 15, 2016, Eric Goldberg, a representative of the Management Company, spoke with Michael Middleton, Executive Chairman of the Issuer, and requested in that conversation that he, as a representative of the Management Company, be added to the Issuer’s board of directors (the “Board”).  Mr. Middleton indicated that he would consult with the Board and respond promptly to the Management Company’s request.

On March 21, 2016, Mr. Middleton, William Pasenelli, President and Chief Executive Officer of the Issuer met with Matthew Lindenbaum and Mr. Goldberg at the Management Company’s offices to discuss the Management Company’s request for board representation and to exchange perspectives on the Issuer’s business and operations.  Following a constructive meeting, the parties continued to engage in discussions.  As a result of these discussions, the Management Company and the Issuer entered into an Agreement, dated March 25, 2016 (the “Agreement”), pursuant to which the Issuer agreed to nominate Mr. Goldberg for election to the Board at the Issuer’s 2016 Annual Meeting of Shareholders (the “Annual Meeting”), to be placed in the class of directors with a term ending at the Issuer’s 2017 annual meeting of stockholders.  The Issuer further agreed to solicit proxies for the election of Mr. Goldberg as a director to the same extent as for the election or re-election of any other Issuer nominee for election to the Issuer’s Board at the Annual Meeting.  In addition, at or prior to the time Mr. Goldberg is elected as a director of the Issuer, the Issuer agreed to cause its subsidiary, Community Bank of the Chesapeake (the “Bank”), to add Mr. Goldberg to the Board of Directors of the Bank.  The Management Company agreed not to nominate any person for election to the Board or to propose any business to be presented to the Issuer’s stockholders at the Annual Meeting.  A copy of the Agreement is filed herewith as Exhibit 99.2 and incorporated herein by reference.

The Management Company’s representative will serve on the Board for an initial one year term. In doing so, he will provide the Board with insight into increasing shareholder value.

The Reporting Persons may make further acquisitions of Common Stock from time to time or dispose of any or all of the shares of Common Stock beneficially owned by the Funds and the managed accounts at any time.  Any such acquisition or disposition may be effected through privately negotiated transactions, in the open market, in block transactions or otherwise.  In addition, the Reporting Persons may enter into hedging or derivative transactions with respect to the securities of the Issuer, including the shares of Common Stock beneficially owned by them.  Any determination to acquire or dispose of securities of the Issuer will depend on a number of factors, including the Issuer’s business and financial

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position and prospects, other developments concerning the Issuer, the price levels of the Common Stock, general market and economic conditions, the availability of financing and other opportunities available to the Reporting Persons.

Except as set forth in this Schedule 13D, the Reporting Persons do not have any plans or proposals at present that relate to or would result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.  Each of the Reporting Persons may engage in discussions with others concerning the Issuer and may, at any time, review or reconsider its position with respect to the Issuer and formulate plans or proposals with respect to any of such matters.

Item 5. Interest in Securities of the Issuer.

(a)As of the date of this Schedule 13D, each of the Reporting Persons beneficially owns shares of Common Stock in such numbers as set forth on the cover pages of this Schedule 13D.  The total number of shares each of the Reporting Persons beneficially owns represents such percentages as set forth on the cover pages to this Schedule 13D of the Common Stock outstanding.  The percentages used in this Schedule 13D are calculated based upon the 4,652,292 shares of Common Stock outstanding as of March 3, 2016, as reported in the Issuer’s Proxy Statement on Schedule 14A for the 2016 annual meeting of stockholders filed on March 22, 2016.

(b)The Management Company, Matthew Lindenbaum and Bennett Lindenbaum share voting and dispositive power over the 456,209 shares of Common Stock held.

By virtue of the relationships among the Reporting Persons, as described in this Schedule 13D, the Reporting Persons may be deemed to be a “group” under the Federal securities laws. If the Reporting Persons were deemed to be such a “group,” such group would collectively beneficially own 456,209 shares of Common Stock.  Each of the Reporting Persons disclaims voting and investment power over shares of the Common Stock, except as set forth on the cover pages of this Schedule 13D.

(c)None of the Reporting Persons have purchased or sold shares of Common Stock during the past sixty (60) days except that on February 1, 2016, Basswood Financial Fund, LP bought 2,031 shares of Common Stock at a price of $19.52 and Basswood Financial Fund, Inc. sold 4,527 shares of Common Stock at a price of $19.47.

(d)No other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of such shares of Common Stock.

(e)Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13D as Exhibit 99.1, with respect to the joint filing of this Schedule 13D and any amendment or amendments thereto.

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to the securities of the Issuer.

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Item 7. Material to be filed as Exhibits.

1. Exhibit 99.1 - Joint Filing Agreement, dated as of March 25, 2016

2. Exhibit 99.2 – Nomination Agreement, dated as of March 25, 2016

 [Remainder of page intentionally left blank]

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SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: March 25, 2016	BASSWOOD CAPITAL MANAGEMENT, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: March 25, 2016	BASSWOOD PARTNERS, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: March 25, 2016	BASSWOOD ENHANCED LONG SHORT GP, LLC
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: March 25, 2016	BASSWOOD ENHANCED LONG SHORT FUND, LP
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: March 25, 2016	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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Dated: March 25, 2016	BASSWOOD FINANCIAL LONG ONLY FUND, LP
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: March 25, 2016	BASSWOOD FINANCIAL FUND, INC.
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: March 25, 2016	BASSWOOD OPPORTUNITY PARTNERS, LP
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: March 25, 2016	BASSWOOD OPPORTUNITY FUND INC.
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: March 25, 2016	BCM SELECT EQUITY I MASTER, LTD.
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: March 25, 2016	/s/ Matthew Lindenbaum
	Matthew  Lindenbaum
Dated: March 25, 2016	/s/ Bennett Lindenbaum
	Bennett Lindenbaum

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EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

           The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: March 25, 2016	BASSWOOD CAPITAL MANAGEMENT, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: March 25, 2016	BASSWOOD PARTNERS, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: March 25, 2016	BASSWOOD ENHANCED LONG SHORT GP, LLC
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member

Dated: March 25, 2016	BASSWOOD ENHANCED LONG SHORT FUND, LP
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: March 25, 2016	BASSWOOD FINANCIAL FUND, LP
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member

Dated: March 25, 2016	BASSWOOD FINANCIAL LONG ONLY FUND, LP
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: March 25, 2016	BASSWOOD FINANCIAL FUND, INC.
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: March 25, 2016	BASSWOOD OPPORTUNITY PARTNERS, LP
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member

Dated: March 25, 2016	BASSWOOD OPPORTUNITY FUND INC.
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: March 25, 2016	BCM SELECT EQUITY I MASTER, LTD.
	By: Basswood Capital Management, L.L.C.
	By: /s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member
Dated: March 25, 2016	/s/ Matthew Lindenbaum
	Matthew  Lindenbaum
Dated: March 25, 2016	/s/ Bennett Lindenbaum
	Bennett Lindenbaum

EX-99.2

Exhibit 99.2

AGREEMENT

This AGREEMENT (the “Agreement”) is made and entered into as of March 25, 2016, by and between The Community Financial Corporation, a Maryland corporation (the “Company”), and Basswood Capital Management, L.L.C., a Delaware limited liability company (“BCM”), acting on behalf of the Funds (as defined below) and certain managed accounts.

RECITALS

WHEREAS, BCM is the investment manager or adviser to certain private investment funds and managed accounts and, in such capacity, is the beneficial owner of 9.8% of the common stock, par value $0.01 per share, of the Company (the “Common Stock”); and

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interest of the Company’s shareholders to add Eric Goldberg, a representative of BCM (the “BCM Nominee”), to the Board and to cause the BCM Nominee to be added to the Board of Directors of Community Bank of the Chesapeake, a Maryland-chartered commercial bank and wholly owned subsidiary of the Company (the “Bank”);

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.AGREEMENTS

Section 1.1.The Annual Meeting.

(a)          BCM hereby agrees (i) not to nominate any person for election to the Board, or to propose any business to be presented to the Company’s shareholders, at the Company’s 2016 Annual Meeting of Shareholders (the “Annual Meeting”) and (ii) not to submit any notice in respect thereof pursuant to the Amended and Restated Articles of Incorporation of the Company.

(b)          The Company agrees that it shall (i) nominate the BCM Nominee for election as a director of the Company at the Annual Meeting, to be placed in the class of directors with a term ending at the Company’s 2017 Annual Meeting of Shareholders, and (ii) solicit proxies for the BCM Nominee’s election as a director to the same extent as for the election or re-election of any other Company nominee for election to the Board at the Annual Meeting.

Section 1.2.  Bank Board.  At or prior to the time the BCM Nominee is elected as a director of the Company, the Company will cause the Bank to take all steps necessary (including increasing the size of its Board of Directors) to add, and shall add, the BCM Nominee to the Board of Directors of the Bank.

ARTICLE II.MISCELLANEOUS PROVISIONS

Section 2.1.  Representations and Warranties.

(a)          Each of the parties hereto represents and warrants to the other party that:

(i)           such party has all requisite authority and power to execute and deliver this Agreement and to consummate the transactions contemplated hereby;

(ii)          the execution and delivery of this Agreement and the consummation of the actions contemplated hereby have been duly and validly authorized by all required action on the part of such party and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement and the actions contemplated hereby;

(iii)          the Agreement has been duly and validly executed and delivered by such party and constitutes the valid and binding obligation of such party enforceable against such party in accordance with its terms; and

(iv)          this Agreement will not result in a violation of any terms or provisions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.

(b)          The parties hereto acknowledge, warrant and represent that they have carefully read this Agreement, understand it, have consulted with and received the advice of counsel regarding this Agreement, agree with its terms, are duly authorized to execute it and freely, voluntarily and knowingly execute it.

Section 2.2.  General.

 (a)          This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemplated arrangements and understandings with respect thereto.

(b)          This Agreement may be signed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same Agreement.

(c)          All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing and may be delivered in person, electronic mail, express delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered, postage prepaid, addressed to the party to be notified at the respective addresses set forth below, or at such other addresses which may hereinafter be designated in writing:

If to the Company:

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The Community Financial Corporation3035 Leonardtown RoadWaldorf, Maryland 20601Attention:  William J. Pasenelli E-mail:  wpasenelli@cbtc.com

with a copy to:

Kilpatrick Townsend & Stockton LLP607 14^th Street, NW, Suite 900Washington, DC  20005Attention: Gary R. Bronstein, Esq.E-Mail: gbronstein@kilpatricktownsend.com

If to BCM:

Basswood Capital Management, L.L.C.645 Madison Avenue, 10^th FloorNew York, NY 10022Attention: Marc E. SamitE-Mail:  marc@basswoodpartners.com

with a copy to:

Willkie Farr & Gallagher LLP787 Seventh AvenueNew York, New York 10019Attention: Michael A. Schwartz, Esq.E-Mail: mschwartz@willkie.com

(d)          Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid, but if any provision of this Agreement is held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not render invalid or unenforceable any other provision of this Agreement.

(e)          It is hereby agreed and acknowledged that it will be impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved person will be irreparably damaged and will not have an adequate remedy at law.  Any such person, therefore, shall be entitled to injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond, and, if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

(f)          Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in

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order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(g)          This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws principles.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first written above.

THE COMMUNITY FINANCIAL CORPORATION
By:	/s/ William J. Pasenelli
	Name:  William J. Pasenelli
	Title:  President and Chief Executive Officer

[Signature Page to Agreement]

BASSWOOD CAPITAL MANAGEMENT, L.L.C.
By:	/s/ Matthew Lindenbaum
	Name: Matthew Lindenbaum
	Title: Managing Member

[Signature Page to Agreement]