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*
Crawford Mark A
(Last) (First) (Middle)
8333 DOUGLAS AVENUE
(Street)
DALLAS TX 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr Exec VP, Chief Risk Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2009
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 02/03/2009 02/03/2009 M 700(1) A $1.65 12,095 D
Common Stock 02/03/2009 02/03/2009 D 700(1) D $1.65 11,395 D
Common Stock 1,159(2) I By Trustee 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy)(3)(4) $9.45 02/05/2004 02/05/2009 Common Stock 1,000 1,000 D
Option (right to buy)(3)(5) $8.51 02/01/2006 02/01/2012 Common Stock 1,666 1,666 D
Option (right to buy)(3)(6) $5.57 02/07/2007 02/07/2013 Common Stock 833 833 D
Option (right to buy)(3)(7) $9.64 02/06/2005 02/06/2014 Common Stock 1,666 1,666 D
Option (right to buy)(3)(8) $13 02/04/2006 02/04/2015 Common Stock 1,666 1,666 D
Option (right to buy)(3)(9) $17.36 02/03/2007 02/03/2016 Common Stock 1,708 1,708 D
Option (right to buy)(3)(10) $19.61 02/02/2008 02/02/2010 Common Stock 2,133 2,133 D
Restricted Stock(1)(3) (1) 02/03/2009 02/03/2009 M 700 (1) (1) Common Stock 700 $0.00 0 D
Restricted Stock(3)(11) (11) (11) (11) Common Stock 875 875 D
Explanation of Responses:
1. Restricted Stock Units vested effective 02/03/2009 and were settled in cash based on the fair market value on the vesting date.
2. 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.)
3. Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007.
4. Options Vesting Schedule - exercise price $9.45: Options Exerciserable 02/05/2004 - 1,000.
5. Options Vesting Schedule - exercise price $8.51: Options Exerciserable 02/01/2005 - 833 and Options Exercisable 02/01/2006 - 833.
6. Options Vesting Schedule - exercise price $5.57: Exerciserable 02/07/2007 - 833.
7. Options Vesting Schedule - exercise price $9.64: Options Exerciserable 02/06/2005 - 416; Options Exerciserable 02/06/2006 - 417; Options Exerciserable 02/06/2007 - 417 and Options Exerciserable 02/06/2008 - 416.
8. Options Vesting Schedule - exercise price $13.00: Options Exerciserable 02/04/2006 - 416; Options Exerciserable 02/04/2007 - 417; Options Exerciserable 02/04/2008 - 417 and Options Exerciserable 02/04/2009 - 416.
9. 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.
10. 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.
11. Restricted Stock Units that 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 signed on behalf of Mark A. Crawford 02/05/2009
** 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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