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*
RELATIONAL INVESTORS LLC

(Last) (First) (Middle)
12400 HIGH BLUFF DRIVE
SUITE 600

(Street)
SAN DIEGO CA 92130

(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)
Form filed by One Reporting Person
X 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 C 8,796,000 A $1.5 (1) (2) 8,796,000 (3) D
Voting Common Stock 09/30/2011 C 17,592,000 A $1.5 (1) (2) 17,592,000 (4) I Through Limited Partnerships
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 (1) (2) 09/30/2011 C 13,194 (5) (1) (2) (1) (2) Voting Common Stock 8,796,000 (3) $0 0 D
Series A Convertible Preferred Stock $1.5 (1) (2) 09/30/2011 C 26,388 (6) (1) (2) (1) (2) Voting Common Stock 17,592,000 (4) $0 0 I Through Limited Partnerships
1. Name and Address of Reporting Person*
RELATIONAL INVESTORS LLC

(Last) (First) (Middle)
12400 HIGH BLUFF DRIVE
SUITE 600

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Relational Investors Mid-Cap Fund 1, L.P.

(Last) (First) (Middle)
12400 HIGH BLUFF DRIVE
SUITE 600

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Relational Investors Mid-Cap Fund II, L.P.

(Last) (First) (Middle)
12400 HIGH BLUFF DRIVE
SUITE 600

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WHITWORTH RALPH V

(Last) (First) (Middle)
12400 HIGH BLUFF DRIVE
SUITE 600

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BATCHELDER DAVID H

(Last) (First) (Middle)
12400 HIGH BLUFF DRIVE
SUITE 600

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to an investment agreement among Guaranty Bancorp (the "Company") and certain investors dated May 6, 2009, as amended, (the "Investment Agreement"), each share of Series A Convertible Preferred Stock ("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. Under the terms of the Investment Agreement, each share of Series A Preferred Stock was previously convertible into shares of common stock at a 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 the principal holders of the Series A Preferred Stock (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.
3. Relational Investors Mid-Cap Fund I, L.P. ("MC I") and Relational Investors Mid-Cap Fund II, L.P. ("MC II" and together with MC I, the "Relational LPs") each beneficially owned 13,194 shares of Series A Preferred Stock which, pursuant to the Transaction Agreement were converted, at a conversion price of $1.50, into 8,796,000 shares of voting common stock, for an aggregate of 17,592,000 shares of voting common stock. The Relational LPs did not receive any shares of non-voting common stock in connection with this conversion.
4. These securities, which are the aggregate of securities owned directly by MCI and MCII, are owned indirectly by Relational Investors LLC, as the sole general partner of the Relational LPs, and by Ralph V. Whitworth and David H. Batchelder, as principals of Relational Investors LLC. Relational Investors LLC, Ralph V. Whitworth and David H. Batchelder disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.
5. Amount includes 3,194 shares of Series A Preferred Stock received by each of MCI and MCII as PIK dividends (including the special PIK dividend) on shares of Series A Preferred Stock since the Form 3 filed on August 20, 2009, which such dividends are exempt from Section 16 pursuant to Rule 16(a)-9(a).
6. Amount includes 6,388 shares of Series A Preferred Stock, which represents the aggregate of PIK dividends received by MCI and MCII as discussed in footnote 5 above.
Relational Investors Mid-Cap Fund I, L.P. By: Relational Investors, LLC as general partner, By: /s/ Ralph V. Whitworth, Principal 10/03/2011
Relational Investors Mid-Cap Fund II, L.P. By: Relational Investors, LLC as general partner, By: /s/ Ralph V. Whitworth, Principal 10/03/2011
Relational Investors, LLC By: /s/ Ralph V. Whitworth, Principal 10/03/2011
/s/ Ralph V. Whitworth 10/03/2011
/s/ David H. Batchelder 10/03/2011
** Signature of Reporting Person Date
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