0001140361-22-013148.txt : 20220405 0001140361-22-013148.hdr.sgml : 20220405 20220405161606 ACCESSION NUMBER: 0001140361-22-013148 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220401 FILED AS OF DATE: 20220405 DATE AS OF CHANGE: 20220405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARRIS TERI CENTRAL INDEX KEY: 0001465376 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23325 FILM NUMBER: 22807026 MAIL ADDRESS: STREET 1: 1341 W BATTLEFIELD CITY: SPRINGFIELD STATE: MO ZIP: 65807 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GUARANTY FEDERAL BANCSHARES INC CENTRAL INDEX KEY: 0001046203 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 431792717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1341 WEST BATTLEFIELD CITY: SPRINGFIELD STATE: MO ZIP: 65807 BUSINESS PHONE: 4175204333 MAIL ADDRESS: STREET 1: 1341 WEST BATTLEFIELD CITY: SPRINGFIELD STATE: MO ZIP: 65807 4 1 form4.xml FORM 4 X0306 4 2022-04-01 true 0001046203 GUARANTY FEDERAL BANCSHARES INC GFED 0001465376 HARRIS TERI PO BOX 2163 NIXA MO 65714 true VP-Controller Common Stock 2022-04-01 4 D 0 1316 D 2663 D Common Stock 2022-04-01 4 D 0 2663 D 0 D Common Stock 2022-04-01 4 D 0 3183 D 0 I IRA Pursuant to the Agreement and Plan of Merger, dated November 9, 2021 (the "Merger Agreement") between the Issuer and QCR Holdings, Inc., a Delaware corporation whose shares of common stock ("Acquiror Common Stock") trade on the Nasdaq Global Market ("Acquiror"), effective April 1, 2022 (the "Effective Time"), the Issuer merged with and into Acquiror (the "Merger"), with Acquiror as the surviving entity in the Merger (the "Surviving Entity"). At the Effective Time, each share of the Issuer's common stock ("Issuer Common Stock") outstanding immediately prior to Effective Time (other than shares owned by Guaranty or QCR and any dissenting shares) was converted into the right to receive: (i) $30.50 in cash, (ii) 0.58775 shares of Acquiror Common Stock, or (iii) mixed consideration of $6.10 in cash and 0.4702 shares of Acquiror Common Stock (each form of consideration, an "Election" and collectively, the "Elections"), subject to possible adjustment pursuant to (cont. in footnote 2) (cont. from footnote 1) the terms and conditions set forth in the Merger Agreement and with cash paid in lieu of fractional shares. At the Effective Time, the price per share of Acquiror Common Stock at market close was $56.26. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each award of restricted stock, restricted stock unit, performance stock unit, deferred stock unit or other full value stock award granted under the Issuer's 2015 Equity Plan then-outstanding, vested in accordance with the terms of the 2015 Equity Plan and applicable award agreement, based, if applicable, on the Issuer's actual performance through the Effective Time, and settled in shares of Common Stock (such shares, the "Issuer Award Shares"). Pursuant to the Merger Agreement, each of the Issuer Award Shares was exchanged for mixed consideration of $6.10 in cash and 0.4702 shares of Acquiror Common Stock, based on the Available Cash and Available Shares (each as defined in the Merger Agreement) available after the Elections were set. /s/ TERI HARRIS 2022-04-05