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^*

BAROCO HENRY M

(Last)

(First)

(Middle)

350 TECHNOLOGY PARKWAY

(Street)

NORCROSS

30071

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GOLDLEAF FINANCIAL SOLUTIONS INC. [ GFSI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President - RMSA

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2009

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)
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	10/01/2009		D		35,381	D	⁽¹⁾	0	D

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)
Stock Options (right to buy)	$2.5	10/01/2009		D			50,000	⁽²⁾	03/05/2018	Common Stock	50,000	⁽³⁾	0	D
Stock Options (right to buy)	$5.27	10/01/2009		D			100,000	⁽²⁾	08/09/2017	Common Stock	100,000	⁽³⁾	0	D
Stock Options (right to buy)	$6.6	10/01/2009		D			31,000	11/30/2005	10/21/2015	Common Stock	31,000	⁽³⁾	0	D
Stock Options (right to buy)	$6.6	10/01/2009		D			60,000	10/11/2006	10/20/2015	Common Stock	60,000	⁽³⁾	0	D
Stock Options (right to buy)	$9.15	10/01/2009		D			20,000	12/09/2005	08/04/2014	Common Stock	20,000	⁽³⁾	0	D
Stock Options (right to buy)	$2.95	10/01/2009		D			36,400	09/01/2005	05/30/2013	Common Stock	36,400	⁽³⁾	0	D
Stock Options (right to buy)	$10.35	10/01/2009		D			40,000	08/31/2005	08/09/2011	Common Stock	40,000	⁽³⁾	0	D
Stock Options (right to buy)	$9.75	10/01/2009		D			4,000	01/01/2005	01/16/2012	Common Stock	4,000	⁽³⁾	0	D

Explanation of Responses:

1. These shares were cancelled and converted into the right to receive $0.98 in cash per share, without interest, pursuant to a merger agreement between issuer and Jack Henry & Associates, Inc.

2. All stock options ceased to vest and/or be exercisable upon the closing of the merger.

3. Pursuant to the merger agreement, all stock options were converted into the right to receive a cash payment of $0.98 less the exercise price per share. If the exercise price of the option was equal to or in excess of $0.98, the option was canceled without consideration.

Remarks:

	/s/Scot Kees, Attorney-In-Fact for Henry M. Baroco	10/05/2009
	** 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).
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