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. 300 (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) 07/30/2010
	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
Common Stock	07/30/2010		S		2,644,963	D	$1.3	2,644,963	I	By Castle Creek Capital Partners III, LP(1)
Common Stock	07/30/2010		P		2,644,963	A	$1.3	2,644,963	I	By Castle Creek Capital Partners IV, LP(6)
Common Stock								276,120	D
Common Stock								352,500	I	By Self as Trustee of the Eggemeyer Family Trust
Common Stock								13,211(2)	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	$1.8	07/30/2010		S			10,700(7)	(3)(4)	(3)(4)	Common Stock	5,944,444(5)	$1,019.25(8)	10,700(7)	I	By Castle Creek Capital Partners III, L.P.(1)
Series A Convertible Preferred Stock	$1.8	07/30/2010		P		10,700		(3)(4)	(3)(4)	Common Stock	5,944,444(5)	$1,019.25(8)	10,700	I	Castle Creek Capital Partners IV, L.P.(6)

Explanation of Responses:

1. Castle Creek Capital III LLC is the sole general partner of Castle Creek Capital Partners III, LP ("Fund III"). Accordingly, securities owned by Fund III may be regarded as being beneficially owned by Castle Creek Capital III LLC. Eggemeyer Capital LLC ("ECap") is a controlling person of Castle Creek Capital III LLC. Accordingly, securities owned or deemed to be owned by Castle Creek Capital III LLC may be regarded as being beneficially owned by ECap. John M. Eggemeyer, III is the sole Managing Member of ECap. 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.

2. Represents the right to receive value equivalent to 13,211 shares of Guaranty Bancorp (GBNK) common stock under the GBNK Deferred Compensation Plan, settlable in shares of GBNK common stock.

3. Each share of Series A Convertible Preferred Stock will automatically convert into shares of common stock on August 11, 2014 and may be converted into shares of common stock following the earlier of August 11, 2011 or the occurrence of certain events resulting in the conversion, exchange or reclassification of the common stock. Each share of Series A Convertible Preferred Stock is 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 nonpayments of dividends (whether paid in cash or in kind) on the Series A Convertible Preferred Stock, and is also subject to customary anti-dilution adjustments. The holders of the Series A Convertible Preferred Stock will vote together with the holders of common stock as a single class on all matters upon which the holders of common stock are entitled to vote.

4. Each share of Series A Convertible Preferred Stock will be entitled to such number of votes as the number of shares of common stock into which such share of Series A Convertible Preferred Stock is convertible, assuming for voting purposes only, a conversion price of $2.00 per share.

5. Assumes the conversion of the Series A Convertible Preferred Stock into common stock based upon a conversion price of $1.80 per share.

6. Castle Creek Capital IV LLC is the sole general partner of Castle Creek Capital Partners IV, LP ("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.

7. Since Mr. Eggemeyer's last Form 4 filing on October 30, 2009, an aggregate of 700 shares of Series A Preferred Stock were dividended by the issuer to Castle Creek Capital Partners III, LP, which stock dividends are exempted from Section 16 pursuant to Rule 16a-9(a).

8. The price for each share was comprised of $1,000, representing the liquidation value, and $19.25, representing accrued and unpaid dividends on such share.

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.

	By: /s/ Zsolt K. Bessko for: John M. Eggemeyer	08/03/2010
	** Signature of Reporting Person	Date
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