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^*

JASTROW KENNETH M II

(Last)

(First)

(Middle)

8333 DOUGLAS AVENUE

(Street)

DALLAS

75225

(City)

(State)

(Zip)

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

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

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2008

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)
Common Stock	07/01/2008	07/01/2008	M		14,557⁽¹⁾⁽²⁾	A	$5.17	138,528	D
Common Stock	07/01/2008	07/01/2008	J		3,583⁽¹⁾⁽²⁾	D	$5.17	134,945	D
Common Stock	07/01/2008	07/01/2008	M		17,500⁽²⁾⁽³⁾	A	$5.17	152,445	D
Common Stock	07/01/2008	07/01/2008	J		17,500⁽²⁾⁽³⁾	D	$5.17	134,945⁽⁴⁾	D
Common Stock								6,071⁽⁵⁾	I	By Trustee of 401(k) 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)
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)
Option (right to buy)⁽²⁾⁽⁶⁾	$13.27							05/07/2001	05/07/2009	Common Stock	32,000		32,000	D
Option (right to buy)⁽²⁾⁽⁷⁾	$8.5							02/04/2002	02/04/2010	Common Stock	66,666		66,666	D
Option (right to buy)⁽²⁾⁽⁸⁾	$7.55							02/02/2002	02/02/2011	Common Stock	66,666		66,666	D
Option (right to buy)⁽²⁾⁽⁹⁾	$8.51							02/01/2003	02/01/2012	Common Stock	33,333		33,333	D
Option (right to buy)⁽²⁾⁽¹⁰⁾	$5.57							02/07/2004	02/07/2013	Common Stock	36,666		36,666	D
Option (right to buy)⁽²⁾⁽¹¹⁾	$9.64							02/06/2005	02/06/2014	Common Stock	33,333		33,333	D
Option (right to buy)⁽²⁾⁽¹²⁾	$13							02/04/2006	02/04/2015	Common Stock	33,333		33,333	D
Option (right to buy)⁽²⁾⁽¹³⁾	$17.36							02/03/2007	02/03/2016	Common Stock	34,166		34,166	D
Restricted Stock Units⁽²⁾⁽³⁾	$5.17⁽³⁾	07/01/2008	07/01/2008	M			17,500⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	41,666	$0.00	24,666	D
Restricted Stock Units⁽²⁾⁽¹⁴⁾	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	50,000		50,000	D
Phantom Stock⁽¹⁾⁽²⁾	$5.17⁽¹⁾	07/01/2008	07/01/2008	M			14,557⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	14,557	$0.00	0	D

Explanation of Responses:

1. Distribution and settlement of phantom shares due to retirement from Temple-Inland Inc.; includes phantom shares from deferred bonuses and restricted shares related to retirement agreement. Settlement is payable in cash and stock: 3,583 shares payable in cash and 10,974 shares payable in stock. Phantom shares accrued under a Temple-Inland Inc. plan, which includes a dividend reinvestment feature, to be settled upon Reporting Person's retirement.

2. Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007.

3. Distribution and settlement of vested 17,500 Restricted Stock Units, settled in cash based on the fair market value on July 1, 2008. Vesting, distribution and settlement due to retirement from Temple-Inland Inc. and in accordance with the terms of an agreement with Temple-Inland Inc. Remaining Restricted Stock Units scheduled for distribution effective February 3, 2009. Restricted Stock Units will be settled for cash based on the fair market value on the date of distribution.

4. In accordance with the Rights Agreement adopted by the Company on December 11, 2007, Preferred Stock Purchase Rights are deemed to be attached to the shares of Common Stock.

5. Reporting Person acquired additional shares through on-going acquisitions under 401(k) plan. By trustee of the Temple-Inland Salaried Savings 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.)

6. Options Vesting Schedule - exercise price $13.27: Options Exercisable 05/07/2001 - 4,800; Options Exercisable 05/07/2002 - 4,800; Options Exercisable 05/07/2003 - 4,800; Options Exercisable 05/07/2004 - 4,800; and Options Exercisable 05/07/2005 - 12,800.

7. Options Vesting Schedule- exercise price $8.50: Options Exercisable 02/04/2002 - 10,000; Options Exercisable 02/04/2003 - 10,000; Options Exercisable 02/04/2004 - 10,000; Options Exercisable 02/04/2005 - 10,000; and Options Exercisable 02/04/2006 - 26,666.

8. Options Vesting Schedule - exercise price $7.55: Options Exercisable 02/04/2002 - 16,666; Options Exercisable 02/04/2003 - 16,667; Options Exercisable 02/04/2004 - 16,666; Options Exercisable 02/04/2005 - 16,667.

9. Options Vesting Schedule - exercise price $8.51: Options Exercisable 02/01/2003 - 8,333; Options Exercisable 02/01/2004 - 8,333; Options Exercisable 02/01/2005 - 8,333 and Options Exercisable 02/01/2006 - 8,334.

10. Options Vesting Schedule - exercise price $5.57: Options Exercisable 02/07/2004 - 9,166; Options Exercisable 02/07/2005 - 9,166; Options Exercisable 02/07/2006 - 9,166; and Options Exercisable 02/07/2005 - 9,166.

11. Options Vesting Schedule - exercise price $9.64: Options Exercisable 02/06/2005 - 8,333; Options Exercisable 02/06/2006 - 8,333; Options Exercisable 02/06/2007 - 8,333 and Options Exercisable 02/06/2008 - 8,334.

12. Options Vesting Schedule - exercise price $13.00: Options Exercisable 02/04/2006 - 8,333; Options Exercisable 02/04/2007 - 8,333; Options Exercisable 02/04/2008 - 8,334 and Options Exercisable 02/04/2009 - 8,333.

13. Options Vesting Schedule - exercise price $17.36: Options Exercisable 02/03/2007 - 8,541; Options Exercisable 02/03/2008 - 8,542; Options Exercisable 02/03/2009 - 8,542 and Options Exercisable 02/03/2010 - 8,541.

14. Restricted Stock Units scheduled for distribution effective February 2, 2010. Restricted Stock Units will be settled for cash based on the fair market value on the date of distribution. Vesting, distribution and settlement due to retirement from Temple-Inland Inc. and in accordance with the terms of an agreement with Temple-Inland Inc.

Remarks:

	Scott A. Almy signed on behalf of Kenneth M. Jastrow, II.	07/02/2008
	** 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 4 (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).
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