0001104659-15-030180.txt : 20150424 0001104659-15-030180.hdr.sgml : 20150424 20150424170127 ACCESSION NUMBER: 0001104659-15-030180 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150424 DATE AS OF CHANGE: 20150424 GROUP MEMBERS: DAVID H. BATCHELDER GROUP MEMBERS: RALPH V. WHITWORTH GROUP MEMBERS: RELATIONAL INVESTORS MID-CAP FUND I, L.P. GROUP MEMBERS: RELATIONAL INVESTORS MID-CAP FUND II, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Guaranty Bancorp CENTRAL INDEX KEY: 0001324410 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 412150446 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81057 FILM NUMBER: 15792434 BUSINESS ADDRESS: STREET 1: 1331 SEVENTEENTH STREET, SUITE 345 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-296-9600 MAIL ADDRESS: STREET 1: 1331 SEVENTEENTH STREET, SUITE 345 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Centennial Bank Holdings, Inc. DATE OF NAME CHANGE: 20050420 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RELATIONAL INVESTORS LLC CENTRAL INDEX KEY: 0001047644 IRS NUMBER: 330694767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858.704.3333 MAIL ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 SC 13D/A 1 a15-9844_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

Guaranty Bancorp

(Name of Issuer)

 

Voting Common Stock, $0.001 par value

(Title of Class of Securities)

 

40075T102

(CUSIP Number)

 

Ralph V. Whitworth

Relational Investors, LLC

12400 High Bluff Drive, Suite 600

San Diego, CA 92130

(858) 704-3333

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 24, 2015

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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.   40075T102

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only)

Relational Investors, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
IA/HC/OO

 

2


 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only)

Relational Investors Mid-Cap Fund I, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

3


 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only)

Relational Investors Mid-Cap Fund II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

4


 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only)

Ralph V. Whitworth

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
NA

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
-0-

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

5


 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only)

David H. Batchelder

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
NA

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
-0-

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

6


 

Item 1.

Security and Issuer

This Schedule 13D/A constitutes the fourth amendment (the “Amendment”) to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on May 15, 2009 and amended by Amendments No. 1, No. 2 and No. 3 filed by the Reporting Persons with the SEC on August 13, 2009, August 2, 2011 and October 3, 2011, respectively (the “Statement”) with respect to the voting common stock, $0.001 par value (the “Voting Common Stock”), of Guaranty Bancorp, a Delaware corporation (the “Issuer” or the “Company”).  Except as specifically amended by this Schedule 13D/A, the Statement remains in full force and effect.

 

Item 5.

Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended as follows:

 

The percentages used in this Amendment are based upon 20,728,290 outstanding shares of Voting Common Stock as of February 13, 2015, as reported in the Form 10-K filed by the Company with the SEC on February 18, 2015.

 

(a)                                 As of the date of this Amendment, the Relational LPs beneficially own in the aggregate zero shares, or 0%, of the Voting Common Stock.

 

(b)                                 See item (a) above.

 

(c)                                  On April 24, 2015, the Relational LPs sold 3,518,400 shares of Voting Common Stock in privately negotiated transactions, at a price of $15.25.

 

(d)                                 No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares covered by this Amendment, except that dividends from, and proceeds from the sale of, the shares held by accounts managed by RILLC may be delivered to such accounts.

 

(e)                                  The Reporting Persons ceased to be beneficial owners of more than 5 percent of Shares on April 24, 2015.

 

7


 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  April 24, 2015

 

RELATIONAL INVESTORS MID-CAP FUND I, L.P.
RELATIONAL INVESTORS MID-CAP FUND II, L.P.

 

 

By:

RELATIONAL INVESTORS, LLC

 

 

 

 

as general partner to each,

 

 

 

 

 

 

By:

/s/ Ralph V. Whitworth

 

 

 

 

Ralph V. Whitworth, Principal

 

 

 

 

 

RELATIONAL INVESTORS, LLC

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Ralph V. Whitworth

 

 

 

 

Ralph V. Whitworth, Principal

 

 

 

 

 

 

 

 

 

 

/s/ Ralph V. Whitworth

 

 

 

Ralph V. Whitworth

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ David H. Batchelder

 

 

 

David H. Batchelder

 

 

 

 

8