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^*

DUBUQUE KENNETH R

(Last)

(First)

(Middle)

8333 DOUGLAS AVENUE

(Street)

AUSTIN

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
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2008

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	02/04/2008	02/04/2008	F		1,215⁽¹⁾	D	$13.82	43,205⁽²⁾	D
Common Stock								48⁽²⁾	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)⁽³⁾⁽⁴⁾	$5.57							02/07/2007	02/07/2013	Common Stock	2,666		2,666	D
Option (right to buy)⁽³⁾⁽⁵⁾	$9.64							02/06/2005	02/06/2014	Common Stock	8,000		8,000	D
Option (right to buy)⁽³⁾⁽⁶⁾	$13							02/04/2006	02/04/2015	Common Stock	8,000		8,000	D
Option (right to buy)⁽³⁾⁽⁷⁾	$17.36							02/03/2007	02/03/2016	Common Stock	8,200		8,200	D
Option (right to buy)⁽³⁾⁽⁸⁾	$19.61							02/02/2008	02/02/2011	Common Stock	8,200		8,200	D
Restricted Stock⁽³⁾⁽⁹⁾	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	7,666		7,666	D
Restricted Stock⁽³⁾⁽¹⁰⁾	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	8,166		8,166	D
Restricted Stock⁽³⁾⁽¹¹⁾	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	10,000		10,000	D

Explanation of Responses:

1. Reporting Person surrendered 1,215 shares in payment of taxes on restricted stock award that vested effective 02/01/2008.

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 for Options Granted 02/07/2003 - exercise price $5.57: Options Exerciserable 02/07/2007 - 2,666.

5. Options Vesting Schedule for Options Granted 02/06/2004 - exercise price $9.64: Options Exerciserable 02/06/2005 - 2,000; Options Exerciserable 02/06/2006 - 2,000; Options Exerciserable 02/06/2007 - 2,000 and Options Exerciserable 02/06/2008 - 2,000.

6. Options Vesting Schedule for Options Granted 02/04/2005 - exercise price $13.00: Options Exerciserable 02/04/2006 - 2,000; Options Exerciserable 02/04/2007 - 2,000; Options Exerciserable 02/04/2008 - 2,000 and Options Exerciserable 02/04/2009 - 2,000.

7. Options Vesting Schedule for Options Granted 02/03/2006 - exercise price $17.36: Options Exerciserable 02/03/2007 - 2,050; Options Exerciserable 02/03/2008 - 2,050; Options Exerciserable 02/03/2009 - 2,050 and Options Exerciserable 02/03/2010 - 2,050.

8. Options Vesting Schedule for Options Granted 02/02/2007 - exercise price $19.61: Options Exerciserable 02/02/2008 - 2,050; Options Exerciserable 02/02/2009 - 2,050; Options Exerciserable 02/02/2010 - 2,050 and Options Exerciserable 02/02/2011 - 2,050.

9. Restricted Shares granted on August 9, 2007 that will vest effective February 3, 2009. Restricted Shares will be settled for cash based on the fair market value on the vesting date subject to a 1% ROI performance criteria.

10. Restricted Shares granted on August 9, 2007 that will vest effective February 2, 2010. Restricted Shares will be settled for cash based on the fair market value on the vesting date subject to a 1% ROI performance criteria.

11. Restricted Shares granted on August 9, 2007 that will vest effective May 4, 2010. Restricted Shares will be settled for cash based on the fair market value on the vesting date subject to a 1% ROI performance criteria.

Remarks:

	Scott A. Almy signed on behalf of Kenneth R. Dubuque	02/05/2008
	** 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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