SEC FORM 4

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^*

MIDDLETON MICHAEL L

(Last)

(First)

(Middle)

3035 LEONARDTOWN ROAD

(Street)

WALDORF

20601

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRI COUNTY FINANCIAL CORP /MD/ [ TCFC.OB ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/06/2012		M		6,412	A	$0.0000	155,888	D
Common Stock	12/06/2012		F		1,949	D	$16.6	153,939	D
Common Stock								42,593	I	By ESOP
Common Stock								5,025	I	By IRA
Common Stock								69,351	I	By Spouse
Common Stock								4,877	I	By Spouse's IRA

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit IV	⁽¹⁾	11/28/2012		A		2,105		⁽²⁾	⁽²⁾	Common Stock	2,105	$0.0000	2,105	D
Stock Option (Right to Buy)	$11.56	12/06/2012		M			6,412	12/31/2002	12/31/2012	Common Stock	6,412	$0.0000	0.0000	D
Restricted Stock Unit III	⁽³⁾							⁽²⁾	⁽²⁾	Common Stock	2,105.263		2,105.263	D
Stock Option (Right to Buy)	$12.74							02/04/2004	12/31/2013	Common Stock	14,286		14,286	D
Stock Option (Right to Buy)	$27.7							07/17/2007	07/17/2017	Common Stock	5,830		5,830	D
Stock Option (Right to Buy)	$22.29							12/19/2005	12/19/2015	Common Stock	6,036		6,036	D
Stock Option (Right to Buy)	$15.89							12/27/2004	12/27/2014	Common Stock	20,164		20,164	D

Explanation of Responses:

1. Each Restricted Stock Unit is the economic equivalent of one share of Tri-County Financial Corporation common stock at at price of $16.60 per share.

2. The Restricted Stock Units will fully vest on the earlier of the second anniversary of the date of the grant, the reporting person's death or disability, or a change in control of Tri-County Financial Corporation. At such time, the reporting person will receive an amount of cash equal to the value of the shares granted.

3. Each Restricted Stock Unit is the economic equivalent of one share of Tri-County Financial Corporation common stock at at price of $14.25 per share.

	/s/ Michael L. Middleton	12/10/2012
	** 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 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).
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