X0306 4 2013-04-23 0000855874 TRI COUNTY FINANCIAL CORP /MD/ TCFC.OB 0001166812 MIDDLETON MICHAEL L 3035 LEONARDTOWN ROAD WALDORF MD 20601 1 1 Chairman and CEO Common Stock 2013-04-23 5 G 0 500.0000 0.0000 D 145675.0000 D Common Stock 42593.0000 I By ESOP Common Stock 5025.0000 I By IRA Common Stock 69351.0000 I By Spouse Common Stock 4877.0000 I By Spouse's IRA Restricted Stock Unit III Common Stock 2105.2630 2105.2630 D Restricted Stock Unit IV Common Stock 2105.0000 2105.0000 D Stock Option (Right to Buy) 12.7400 2004-02-04 2013-12-31 Common Stock 14286.0000 14286.0000 D Stock Option (Right to Buy) 27.7000 2007-07-17 2017-07-17 Common Stock 5830.0000 5830.0000 D Stock Option (Right to Buy) 22.2900 2005-12-19 2015-12-19 Common Stock 6036.0000 6036.0000 D Stock Option (Right to Buy) 15.8900 2004-12-27 2014-12-27 Common Stock 20164.0000 20164.0000 D 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. 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. 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. /s/ Michael L. Middleton 2013-04-23