SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

CLINTON GROUP INC

(Last)

(First)

(Middle)

9 WEST 57TH STREET, 26TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/21/2012

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Convertible Noncumulative Perpetual Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,871,300	$1	I	See Footnote⁽³⁾
Series D Convertible Noncumulative Perpetual Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	4,315,300	$1	I	See Footnote⁽³⁾

Explanation of Responses:

1. The Series C Convertible Noncumulative Perpetual Preferred Stock reported herein is convertible at any time, at the holder's election, and has no expiration date.

2. The Series D Convertible Noncumulative Perpetual Preferred Stock reported herein is convertible only in connection with certain permitted transfers and has no expiration date.

3. The securities beneficially owned by Clinton Group, Inc., a Delaware corporation, are owned directly by SBAV LP, a Delaware limited partnership. Clinton Group, Inc. is deemed to be the indirect beneficial owner of the securities reported herein by reason of its position as investment manager of SBAV LP. Clinton Group, Inc. disclaims beneficial ownership of any and all such securities in excess of their actual pecuniary interest.

Remarks:

Mr. Daniel Strauss, an employee of Clinton Group, Inc., serves as an advisory member of the board of directors of the Issuer. Clinton Group, Inc. may therefore be deemed to be a director by deputization.

	Clinton Group, Inc., by its President, /s/ George Hall,	12/28/2012
	** 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 5 (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).
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