UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)1 |
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GUARANTY BANCORP |
(Name of Issuer) |
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Voting Common Stock, $.001 par value per share |
(Title of Class of Securities) |
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40075T-10-2 |
(CUSIP Number) |
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June 12, 2011 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
1 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 the disclosures provided in a prior cover page.
The information required in 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.
The filing of this Schedule shall not be construed as an admission by Chemical Bank (f/k/a Chemical Bank and Trust Company) or Chemical Financial Corporation that it is, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, or for any other purposes, the beneficial owner of any securities covered by this schedule.
Page 1 of 10 pages
CUSIP No. 40075T-10-2 |
13G |
Page 2 of 10 Pages |
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(1) |
Names of Reporting Persons |
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RDV Corporation |
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(2) |
Check the Appropriate Box if a Member of a Group |
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(a) |
[ ] |
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(b) |
[ ] |
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(3) |
SEC Use Only |
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(4) |
Citizenship or Place of Organization |
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Michigan |
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Number of |
(5) |
Sole Voting Power |
4,498,668(1)(3) |
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(6) |
Shared Voting Power |
0 |
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(7) |
Sole Dispositive Power |
4,498,668(1)(3) |
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(8) |
Shared Dispositive Power |
42,033(2)(3) |
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(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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4,540,701(1)(2)(3) |
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(10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
[ ] |
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(11) |
Percent of Class Represented by Amount in Row 9 |
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8.02% |
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(12) |
Type of Reporting Person |
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CO |
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(1) |
Includes shares held by RDV Corporation Supplemental Executive Retirement Trust; RDV Capital Management, L.P.; 196 Investors, LLC; and Harbour Point Investors, LLC. |
(2) |
Includes shares held by Randall Damstra and Julie Duisterhof. |
(3) |
Assumes the conversion of shares of Preferred Stock into shares of Voting Common Stock at a conversion price of $1.80 per share. |
CUSIP No. 40075T-10-2 |
13G |
Page 3 of 10 Pages |
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(1) |
Names of Reporting Persons |
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RDV Capital Management, L.P. |
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(2) |
Check the Appropriate Box if a Member of a Group |
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(a) |
[ ] |
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(b) |
[ ] |
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(3) |
SEC Use Only |
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(4) |
Citizenship or Place of Organization |
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Delaware |
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Number of |
(5) |
Sole Voting Power |
3,452,500(1) |
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(6) |
Shared Voting Power |
0 |
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(7) |
Sole Dispositive Power |
3,452,500(1) |
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(8) |
Shared Dispositive Power |
0 |
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(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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3,452,500(1) |
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(10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
[ ] |
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(11) |
Percent of Class Represented by Amount in Row 9 |
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6.09% |
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(12) |
Type of Reporting Person |
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PN |
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(1) |
Assumes the conversion of shares of Preferred Stock into shares of Voting Common Stock at a conversion price of $1.80 per share. |
CUSIP No. 40075T-10-2 |
13G |
Page 4 of 10 Pages |
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(1) |
Names of Reporting Persons |
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Jerry L. Tubergen |
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(2) |
Check the Appropriate Box if a Member of a Group |
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(a) |
[ ] |
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(b) |
[ ] |
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(3) |
SEC Use Only |
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(4) |
Citizenship or Place of Organization |
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United States of America |
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Number of |
(5) |
Sole Voting Power |
5,346,446(1)(3) |
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(6) |
Shared Voting Power |
0 |
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(7) |
Sole Dispositive Power |
5,346,446(1)(3) |
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(8) |
Shared Dispositive Power |
42,033(2)(3) |
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(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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5,388,479(1)(2)(3) |
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(10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
[ ] |
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(11) |
Percent of Class Represented by Amount in Row 9 |
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9.48% |
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(12) |
Type of Reporting Person |
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IN |
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(1) |
Includes shares held by RDV Corporation Supplemental Executive Retirement Trust; Heritage Capital Management L.P.; RDV Capital Management, L.P.; 196 Investors, LLC; Harbour Point Investors, LLC; and four individual trusts of which Mr. Tubergen serves as trustee. |
(2) |
Includes shares held by Randall Damstra and Julie Duisterhof. |
(3) |
Assumes the conversion of shares of Preferred Stock into shares of Voting Common Stock at a conversion price of $1.80 per share. |
CUSIP No. 40075T-10-2 |
13G |
Page 5 of 10 Pages |
Item 1(a). |
Name of Issuer: |
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Guaranty Bancorp |
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Item 1(b). |
Address of Issuer's Principal Executive Offices: |
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1331 Seventeenth Street |
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Item 2(a). |
Name of Person Filing: |
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RDV Corporation |
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Item 2(b). |
Address of Principal Business Office or, if none, Residence: |
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126 Ottawa Avenue, NW |
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Item 2(c). |
Citizenship: |
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State of Michigan |
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Item 2(d). |
Title of Class of Securities: |
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Voting Common Stock, $.001 par value per share |
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Item 2(e). |
CUSIP Number: |
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40075T-10-2 |
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Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
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(a) |
o |
Broker or dealer registered under Section 15 of the Act; |
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(b) |
o |
Bank as defined in Section 3(a)(6) of the Act; |
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(c) |
o |
Insurance company as defined in Section 3(a)(19) of the Act; |
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(d) |
o |
Investment company registered under Section 8 of the Investment Company Act of 1940; |
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(e) |
o |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
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(i) |
o |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
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(j) |
o |
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
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(k) |
o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
CUSIP No. 40075T-10-2 |
13G |
Page 6 of 10 Pages |
Item 4. |
Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. For RDV Corporation:
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(a) |
Amount Beneficially Owned: |
4,540,701 shares(1)(2)(3) |
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(b) |
Percent of Class: |
8.02% |
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(c) |
Number of shares as to which such person has: |
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(i) |
Sole power to vote or to direct the vote |
4,498,668 shares(1)(3) |
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(ii) |
Shared power to vote or to direct the vote |
0 shares |
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(iii) |
Sole power to dispose or to direct the disposition of |
4,498,668 shares(1)(3) |
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(iv) |
Shared power to dispose or to direct the disposition of |
42,033 shares(2)(3) |
(1) |
Includes shares held by RDV Corporation Supplemental Executive Retirement Trust; RDV Capital Management, L.P.; 196 Investors, LLC; and Harbour Point Investors, LLC. |
(2) |
Includes shares held by Randall Damstra and Julie Duisterhof. |
(3) |
Assumes the conversion of shares of Preferred Stock into shares of Voting Common Stock at a conversion price of $1.80 per share. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. For RDV Capital Management, L.P.:
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(a) |
Amount Beneficially Owned: |
3,452,500 shares(1) |
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(b) |
Percent of Class: |
6.09% |
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(c) |
Number of shares as to which such person has: |
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(i) |
Sole power to vote or to direct the vote |
3,452,500 shares(1) |
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(ii) |
Shared power to vote or to direct the vote |
0 shares |
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(iii) |
Sole power to dispose or to direct the disposition of |
3,452,500 shares(1) |
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(iv) |
Shared power to dispose or to direct the disposition of |
0 shares |
(1) |
Assumes the conversion of shares of Preferred Stock into shares of Voting Common Stock at a conversion price of $1.80 per share. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. For Jerry L. Tubergen:
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(a) |
Amount Beneficially Owned: |
5,388,479 shares(1)(2)(3) |
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(b) |
Percent of Class: |
9.48% |
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(c) |
Number of shares as to which such person has: |
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(i) |
Sole power to vote or to direct the vote |
5,346,446 shares(1)(3) |
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(ii) |
Shared power to vote or to direct the vote |
0 shares |
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(iii) |
Sole power to dispose or to direct the disposition of |
5,346,446 shares(1)(3) |
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(iv) |
Shared power to dispose or to direct the disposition of |
42,033 shares(2)(3) |
(1) |
Includes shares held by RDV Corporation; RDV Corporation Supplemental Executive Retirement Trust; Heritage Capital Management L.P.; RDV Capital Management, L.P.; 196 Investors, LLC; Harbour Point Investors, LLC; and four individual trusts of which Mr. Tubergen serves as trustee. |
(2) |
Includes shares held by Randall Damstra and Julie Duisterhof. |
(3) |
Assumes the conversion of shares of Preferred Stock into shares of Voting Common Stock at a conversion price of $1.80 per share. |
CUSIP No. 40075T-10-2 |
13G |
Page 7 of 10 Pages |
Item 5. |
Ownership of Five Percent or Less of a Class. |
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Not Applicable |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
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RDV Corporation and RDV Captial Management, L.P. have the right to receive, or the power to direct the receipt of, dividends from or the proceeds from the sale of securities beneficially owned by Jerry L. Tubergen. RDV Capital Management, L.P. has the right to receive, or the power to direct the receipt of, dividends from or the proceeds from the sale of securities beneficially owned by RDV Corporation. |
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Item 7. |
Identification and Classification of the Subsidiary Which |
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Not Applicable |
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Item 8. |
Identification and Classification of Members of the Group. |
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Not Applicable |
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Item 9. |
Notice of Dissolution of Group. |
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Not Applicable |
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Item 10. |
Certifications. |
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP No. 40075T-10-2 |
13G |
Page 8 of 10 Pages |
SIGNATURE
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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. |
June 14, 2011 |
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RDV CORPORATION |
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By: |
/s/ Jerry L. Tubergen |
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Jerry L. Tubergen, President |
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CUSIP No. 40075T-10-2 |
13G |
Page 9 of 10 Pages |
SIGNATURE
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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. |
June 14, 2011 |
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RDV CAPITAL MANAGEMENT, L.P. |
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By: |
/s/ Jerry L. Tubergen |
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Jerry L. Tubergen, President |
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CUSIP No. 40075T-10-2 |
13G |
Page 10 of 10 Pages |
SIGNATURE
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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. |
June 14, 2011 |
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/s/ Jerry L. Tubergen |
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Jerry L. Tubergen |
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EXHIBIT 99.1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned beneficial owners of shares of Guaranty Bancorp ("Guaranty") hereby agree to file with the Securities and Exchange Commission joint Schedules 13G and any amendments thereto with respect to the Guaranty Preferred Stock and Voting Common Stock owned by them. The undersigned agree that such filings are filed on behalf of each and all of them. Each of the undersigned agrees that it shall be responsible for the accuracy and completeness of the information concerning it contained in such filings.
This agreement may be executed in any number of counterparts, which taken together shall constitute one and the same document.
[Signatures on Next Page]
Dated: June 14, 2011 |
RDV CORPORATION |
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By: |
/s/ Jerry L. Tubergen |
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Jerry L. Tubergen, President |
Dated: June 14, 2011 |
RDV CAPITAL MANAGEMENT, L.P. |
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By RDV Corporation, its General Partner |
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By: |
/s/ Jerry L. Tubergen |
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Jerry L. Tubergen, President |
Dated: June 14, 2011 |
/s/ Jerry L. Tubergen |
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Jerry L. Tubergen |