-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WgOV2Ead0QLJHt3HYl4x1z0wCA2f39lScu8X2z5qqhuAyAf+POvRP7gkyzyToq2e 0EcccJsqQqB0muRY3y0Zag== 0001209191-08-055150.txt : 20081003 0001209191-08-055150.hdr.sgml : 20081003 20081003155810 ACCESSION NUMBER: 0001209191-08-055150 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081001 FILED AS OF DATE: 20081003 DATE AS OF CHANGE: 20081003 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Guaranty Financial Group Inc. CENTRAL INDEX KEY: 0001406081 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 742421034 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1300 MOPAC EXPRESSWAY SOUTH CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 512-434-1000 MAIL ADDRESS: STREET 1: 1300 MOPAC EXPRESSWAY SOUTH CITY: AUSTIN STATE: TX ZIP: 78746 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRT Financial Holdings, LLC CENTRAL INDEX KEY: 0001436418 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33661 FILM NUMBER: 081106716 BUSINESS ADDRESS: STREET 1: 600 E. LAS COLINAS BLVD. STREET 2: SUITE 1900 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 2142838500 MAIL ADDRESS: STREET 1: 600 E. LAS COLINAS BLVD. STREET 2: SUITE 1900 CITY: IRVING STATE: TX ZIP: 75039 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2008-10-01 0 0001406081 Guaranty Financial Group Inc. GFG 0001436418 TRT Financial Holdings, LLC 600 EAST COLINAS BLVD, SUITE 1900 IRVING TX 75039 0 0 1 0 Common Stock 2008-10-01 2008-10-01 4 C 0 12641712 A 21015545 D Common Stock 2008-10-01 2008-10-01 4 P 0 683502 5.17 A 21699047 D Series B Mandatory Convert Perpetual Cumu Preferred Stk 5.17 2008-10-01 2008-10-01 4 C 0 1230204 0.00 D Common Stock 12302040 0 D Issuer's stockholders and primary banking regulator approved the automatic conversion of Series B Mandatory Convertible Perpetual Cumulative Preferred Stock (the "Preferred Stock") into common stock. As provided in the Certificate of Designations for the Preferred Stock, the conversion ratio is 10 shares of common stock for each share of Preferred Stock, subject to certain anti-dilution adjustments and accrual of dividends. Upon conversion, TRT Financial Holdings, LLC ("TRT") received 12,302,040 shares of common stock and 339,672 shares of common stock as payment in kind for dividends on Preferred Stock that had accrued as of the time of conversion. In accordance with the Rights Agreement adopted by the Issuer on December 11, 2007, Preferred Stock Purchase Rights are deemed to be attached to the shares of Common Stock. Pursuant to the terms of the Investment Agreement by and between TRT and the Issuer dated May 26, 2008, TRT purchased shares of common stock directly from the Issuer. The Preferred Stock converted automatically into common stock of the Issuer on the second business day following the approval of (i) the Issuer's shareholders and (ii) the Issuer's primary banking regulator, which conditions were satisfied on September 29, 2008. All shares of Preferred Stock converted into common stock on October 1, 2008. Scott A. Almy signed on behalf of TRT Financial Holdings, LLC 2008-10-03 -----END PRIVACY-ENHANCED MESSAGE-----