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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* EGGEMEYER JOHN M III (Last) (First) (Middle) 1331 17TH STREET, STE. 345 (Street) DENVER CO 80202 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Guaranty Bancorp [ GBNK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/30/2011
	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)
			Code	V	Amount	(A) or (D)	Price
Voting Common Stock	09/30/2011		M(1)(2)		6,310,498(3)	A	$1.5(1)(2)	8,955,461	I	By Castle Creek Capital Partners IV, LP(4)
Non-Voting Common Stock	09/30/2011		M(1)(2)		2,485,502(3)	A	$1.5(1)(2)	2,485,502	I	By Castle Creek Capital Partners IV, LP(4)
Voting Common Stock	09/30/2011		D(5)		2,609,498	D	$0	6,345,963	I	By Castle Creek Capital Partners IV, LP(4)
Non-Voting Common Stock	09/30/2011		A(5)		2,606,498	A	$0	5,095,000	I	By Castle Creek Capital Partners IV, LP(4)
Voting Common Stock								276,120	D
Voting Common Stock								352,500	I	By Self as Trustee of the Eggemeyer Family Trust
Voting Common Stock								13,211(6)	I	By Trustees of the GBNK Deferred Compensation Plan

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	$1.5	09/30/2011		M(1)(2)			13,194(7)	(1)(2)	(1)(2)	Voting Common Stock and Non-Voting Common Stock(3)	8,796,000(3)	$0	0	I	By Castle Creek Capital Partners IV, LP(4)

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock ("Series A Preferred Stock") was automatically converted into shares of common stock on September 30, 2011. Pursuant to an investment agreement among Guaranty Bancorp (the "Company") and certain investors dated as of May 6, 2009, as amended (the "Investment Agreement"), each share of Series A Preferred Stock would have automatically converted into shares of common stock on August 11, 2014 and was voluntarily convertible into shares of common stock following the earlier of August 11, 2011 or the occurrence of certain events. Each share of Series A Prferred Stock was previously convertible into shares of common stock at a conversion price of $1.80 per share, adjustable to as low as $1.50 per share in the event of certain non-payments of dividends and customary anti-dilution adjustments.

2. On July 27, 2011, the Company entered into a transaction agreement, which was amended and restated as of August 9, 2011, with certain investors (the "Transaction Agreement"). Pursuant to the Transaction Agreement, on September 30, 2011, (i) the Company issued a special Payment-in-Kind ("PIK") dividend to all holders of the Series A Preferred Stock, and (ii) immediately following payment of the special PIK dividend, all of the outstanding shares of Series A Preferred Stock were mandatorily converted into shares of voting common stock and, if necessary, non-voting common stock at a conversion price of $1.50 per share (collectively, the "Transaction").

3. Castle Creek Capital Partners IV, LP ("Fund IV") and its affiliates have passivity commitments in place with the Board of Governors of the Federal Reserve System, which, among other things, limit their right to acquire the Company's voting common stock to 9.9% of the Company's total outstanding voting common stock. As a result, Fund IV was issued 6,310,498 shares of voting common stock and 2,485,502 shares of non-voting stock purusant to the Transaction.

4. Castle Creek Capital IV LLC is the sole general partner of Fund IV. Accordingly, securities owned by Fund IV may be regarded as being beneficially owned by Castle Creek Capital IV LLC. John M. Eggemeyer is a controlling person of Castle Creek Capital IV LLC. Accordingly, securities owned or deemed to be owned by Castle Creek Capital IV LLC may be regarded as being beneficially owned by Mr. Eggemeyer. Mr. Eggemeyer disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.

5. Immediately following the consummation of the Transaction, Fund IV, as permitted by the Company's Second Amended and Restated Certificate of Incorporation, elected with the prior approval of the Company to convert 2,609,498 shares of voting common stock held by it into an equal number of shares of non-voting common stock.

6. Represents the right to receive value equivalent to 13,211 shares of the Company's voting common stock under the Company's Deferred Compensation Plan, settlable in shares of the Company's voting common stock.

7. Since Mr. Eggemeyer's last Form 4 filing on August 3, 2010, an aggregate of 2,494 shares of Series A Preferred Stock were dividended by the Company to Fund IV(including the special PIK dividend), which stock dividends are exempted from Section 16 pursuant to Rule 16a-9(a).

Remarks:

On 8/11/2005, reporting person was granted 200,000 shares of restricted stock pursuant to the issuer's 2005 Stock Incentive Plan, with said shares vesting upon the issuer achieving certain performance measures as set forth in an agreement with the reporting person.As a result of the Transaction, reporting person is no longer deemed to be a 10% owner.

	By: /s/ Zsolt K. Bessko for: John M. Eggemeyer	10/03/2011
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.