SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Fernandez Charles A

(Last)

(First)

(Middle)

8333 DOUGLAS AVENUE

(Street)

DALLAS

75225

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2009

3. Issuer Name and Ticker or Trading Symbol
Guaranty Financial Group Inc. [ GFG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Lending Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	52,887	D
Common Stock⁽¹⁾	1,882	D⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (right to buy)⁽²⁾	02/06/2008	02/06/2014	Common Stock	416	$9.64	D
Option (right to buy)⁽²⁾	02/04/2008	02/04/2015	Common Stock	416	$13	D
Option (right to buy)⁽²⁾	02/04/2009	02/04/2015	Common Stock	417	$13	D
Option (right to buy)⁽²⁾	02/03/2008	02/03/2016	Common Stock	533	$17.36	D
Option (right to buy)⁽²⁾	02/03/2009	02/03/2016	Common Stock	533	$17.36	D
Option (right to buy)⁽²⁾	02/03/2010	02/03/2016	Common Stock	534	$17.36	D
Option (right to buy)⁽²⁾	02/02/2008	02/02/2017	Common Stock	533	$19.61	D
Option (right to buy)⁽²⁾	02/02/2009	02/02/2017	Common Stock	533	$19.61	D
Option (right to buy)⁽²⁾	02/02/2010	02/02/2017	Common Stock	534	$19.61	D
Option (right to buy)⁽²⁾	02/02/2011	02/02/2017	Common Stock	533	$19.61	D
Restricted Stock⁽³⁾	02/02/2010⁽³⁾	02/02/2010⁽³⁾	Common Stock	859	⁽³⁾	D

Explanation of Responses:

1. Reporting Person acquired additional shares through on-going acquisitions under 401(k) plan. By trustee of the Guaranty Financial Group Inc. Savings and Retirement Plan according to the latest report of the Plan Administrator. (Note: Trustee uses unit accounting; therefore, share equivalents may fluctuate slightly from month to month.)

2. Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007. Update and deminimis adjustment to option exercise price and/or option award amount to reflect the prorata distribution of shares upon spin-off by Temple-Inland Inc. on or around December 28, 2007.

3. Restricted Shares will vest effective 02/02/2010 and will be settled for cash based on the fair market value on the vesting date.

Remarks:

	Scott A.Almy signed on behalf of Charles A. Fernandez	02/20/2009
	** 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 5 (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.