| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Guaranty Financial Group Inc. [ GFG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/04/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/04/2008 | 08/04/2008 | P | 10,000(1) | A | $4.07(1) | 11,198(2) | D | ||
| Common Stock | 1,895(3) | I | By Trustee of 401(k) Plan | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Option (right to buy)(4)(5) | $8.5 | 02/04/2005 | 02/04/2010 | Common Stock | 400 | 400 | D | ||||||||
| Option (right to buy)(5)(6) | $7.55 | 02/02/2005 | 02/02/2011 | Common Stock | 666 | 666 | D | ||||||||
| Option (right to buy)(5)(7) | $8.51 | 02/01/2005 | 02/01/2012 | Common Stock | 1,666 | 1,666 | D | ||||||||
| Option (right to buy)(5)(8) | $5.57 | 02/07/2005 | 02/07/2013 | Common Stock | 2,500 | 2,500 | D | ||||||||
| Option (right to buy)(5)(9) | $9.64 | 02/06/2005 | 02/06/2014 | Common Stock | 1,666 | 1,666 | D | ||||||||
| Option (right to buy)(5)(10) | $13 | 02/04/2006 | 02/04/2015 | Common Stock | 1,666 | 1,666 | D | ||||||||
| Option (right to buy)(5)(11) | $17.36 | 02/03/2006 | 02/03/2016 | Common Stock | 1,708 | 1,708 | D | ||||||||
| Option (right to buy)(5)(12) | $19.61 | 02/02/2008 | 02/02/2017 | Common Stock | 2,133 | 2,133 | D | ||||||||
| Restricted Stock(13)(14) | (14) | (14) | (14) | Common Stock | 700 | 700 | D | ||||||||
| Restricted Stock(13)(15) | (15) | (15) | (15) | Common Stock | 875 | 875 | D | ||||||||
| Explanation of Responses: |
| 1. The price reported is a weighted average purchase price. The purchase price ranged from $4.04 to $4.10. Reporting Person provided Issuer full information regarding the number of shares purchased at each separate price. Issuer will provide, upon receipt of a request, a copy of this information to the SEC staff, the issuer, or a security holder of the issuer. |
| 2. 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. |
| 3. 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.) |
| 4. Options Vesting Schedule - Exercise price $8.50: Options Exerciserable 02/04/2005 - 400. |
| 5. 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. |
| 6. Options Vesting Schedule - exercise price $7.55: Options Exerciserable 02/04/2005 - 666. |
| 7. Options Vesting Schedule - exercise price $8.51: Options Exerciserable 02/01/2005 - 833 and Options Exercisable 02/01/2006 - 833. |
| 8. Options Vesting Schedule - exercise price $5.57: Options Exerciserable 02/07/2005 - 833; Options Exercisable 02/07/2006 - 833; and Options Exerciserable 02/07/2005 - 834. |
| 9. Options Vesting Schedule - exercise price $9.64: Options Exerciserable 02/06/2005 - 417; Options Exerciserable 02/06/2006 - 416; Options Exerciserable 02/06/2007 - 417 and Options Exerciserable 02/06/2008 - 416. Award amount is 1,666; was inadvertently reported as 1,664 due to a conversion error in the spin-off calculation reporting on previous Form 4 dated December 18, 2007. |
| 10. Options Vesting Schedule - exercise price $13.00: Options Exerciserable 02/04/2006 - 417; Options Exerciserable 02/04/2007 - 416; Options Exerciserable 02/04/2008 - 417 and Options Exerciserable 02/04/2009 - 416. Award amount is 1,666; was inadvertently reported as 1,664 due to a conversion error in the spin-off calculation reporting on previous Form 4 dated December 18, 2007. |
| 11. Options Vesting Schedule - exercise price $17.36: Options Exerciserable 02/03/2007 - 427; Options Exerciserable 02/03/2008 - 427; Options Exerciserable 02/03/2009 - 427 and Options Exerciserable 02/03/2010 - 427. |
| 12. Options Vesting Schedule - exercise price $19.61: Options Exerciserable 02/02/2008 - 533; Options Exerciserable 02/02/2009 - 533; Options Exerciserable 02/02/2010 - 534 and Options Exerciserable 02/02/2011 - 533. Award amount is 2,133; was inadvertently reported as 2,132 due to a conversion error in the spin-off calculation reporting on previous Form 4 dated December 18, 2007. |
| 13. Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007. |
| 14. Restricted Stock Units will vest effective 02/03/2009 and will be settled for cash based on the fair market value on the vesting date. |
| 15. Restricted Stock Units 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 | 08/06/2008 | |
| ** 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). | ||
| 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. | ||