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^*

RUH WILLIAM J

(Last)

(First)

(Middle)

6051 EL TORDO

PO BOX 1329

(Street)

RANCHO SANTA FE

92067

(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)

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)
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)
Voting Common Stock	09/30/2011		C⁽¹⁾⁽²⁾		6,310,498⁽³⁾	A	$1.5⁽¹⁾⁽²⁾	8,955,461	I	Castle Creek Capital Partners IV, LP⁽⁴⁾
Non-Voting Common Stock	09/30/2011		C⁽¹⁾⁽²⁾		2,485,502⁽³⁾	A	$1.5⁽¹⁾⁽²⁾	2,485,502	I	Castle Creek Capital Partners IV, LP⁽⁴⁾
Voting Common Stock	09/30/2011		C⁽¹⁾⁽²⁾		216,000	A	$1.5⁽¹⁾⁽²⁾	394,610	I	By Lisa A. Ruh Trust⁽⁵⁾

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)
Series A Convertible Preferred Stock	$1.5	09/30/2011		C⁽¹⁾⁽²⁾			13,194⁽⁶⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Voting Common Stock and Non-Voting Common Stock⁽³⁾	8,796,000⁽³⁾	$0	0	I	Castle Creek Capital Partners IV, LP⁽⁴⁾
Series A Convertible Preferred Stock	$1.5	09/30/2011		C⁽¹⁾⁽²⁾			324⁽⁶⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Voting Common Stock	216,000	$0	0	I	By Lisa A. Ruh Trust⁽⁵⁾

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 ("CCC IV") is the sole general partner of Fund IV. Accordingly, securities owned by Fund IV may be regarded as being beneficially owned by CCC IV. Mr. Ruh is a controlling person of CCC IV. Accordingly, securities owned or deemed to be owned by CCC IV may be regarded as being beneficially owned by Mr. Ruh. Mr. Ruh 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 or any other purpose.

5. Lisa A. Ruh is the trustee of the Lisa A. Ruh Trust and Mr. Ruh's spouse. Mr. Ruh 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 or any other purpose.

6. Since Mr. Ruh's last Form 4 filing on August 5, 2011, an aggregate of 59 and 2,494 shares of Series A Preferred Stock were dividended by the Company (including the special PIK dividend) to the Lisa A. Ruh Trust and Fund IV, respectively, which stock dividends are exempted from Section 16 pursuant to Rule 16a-9(a).

Remarks:

As a result of the Transaction, reporting person is no longer deemed to be a 10% owner.

	By: /s/ Zsolt K. Bessko for: William J. Ruh	09/30/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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