X0304 4 2012-02-08 0000855874 TRI COUNTY FINANCIAL CORP /MD/ TCFC.OB 0001238314 COCKERHAM GREOGORY C 3035 LEONARDTOWN ROAD WALDORF MD 20601 1 Exec. V.P. & Chief Lending Off Common Stock 2012-02-08 4 A 0 1500.0000 14.2500 A 1500.0000 I Restricted Stock IV Common Stock 65594.0000 D Common Stock 27022.0000 I By ESOP Common Stock 1755.0000 I By IRA Common Stock 500.0000 I Restricted Stock II Common Stock 1031.0000 I Restricted Stock III Stock Option (Right to Buy) 12.7400 2004-02-04 2013-12-31 Common Stock 5250.0000 5250.0000 D Stock Option (Right to Buy) 27.7000 2007-07-17 2017-07-17 Common Stock 4407.0000 4407.0000 D Stock Option (Right to Buy) 22.2900 2005-12-19 2015-12-19 Common Stock 5476.0000 5476.0000 D Stock Option (Right to Buy) 15.8900 2004-12-27 2014-12-27 Common Stock 10728.0000 10728.0000 D Vests in 3 equal annual installments beginning on February 8, 2012, the date of the award. Since the reporting person's last report, shares of restricted stock have vested and are now held directly. Vests in 3 annual installments beginning on January 10, 2011, the date of the award. Shares of restricted stock vest according to the following schedule: 33 1/2% vest on the date of the award, 33 1/2% vest on March 28, 2012 and 33% vest on March 28, 2013. /s/ Gregory C. Cockerham 2012-02-10