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^*

EGGEMEYER JOHN M III

(Last)

(First)

(Middle)

1331 17TH STREET, STE. 200

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Guaranty Bancorp [ GBNK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2019

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)
Voting Common Stock	01/01/2019		D		4,224	D	⁽¹⁾⁽²⁾	0	D
Voting Common Stock	01/01/2019		D		76,142	D	⁽¹⁾⁽²⁾	0	I	By Self as Trustee of the Eggemeyer Family Trust
Voting Common Stock	01/01/2019		D		48,000	D	⁽¹⁾⁽²⁾	0	I	By IRA
Voting Common Stock	01/01/2019		D		10,878	D	⁽¹⁾⁽²⁾	0	I	By Castle Creek Advisors IV LP

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)

Explanation of Responses:

1. On January 1, 2019 (the "Effective Date"), pursuant to the Agreement and Plan of Reorganization dated as of May 22, 2018, by and between Independent Bank Group, Inc. ("Independent") and Guaranty Bancorp ("Guaranty"), Guaranty merged with and into Independent (the "Merger"). In connection with the Merger each outstanding share of Guaranty common stock, subject to certain limited exceptions, was converted into the right to receive 0.45 of a share of Independent common stock, with cash payable in lieu of a fractional share in an amount equal to the fraction of a share of Independent common stock which the holder would otherwise be entitled to receive multiplied by $51.92. In connection with the Merger, the reporting person has the right to receive, in exchange for all of the shares of Guaranty common stock reported in Table I, an aggregate of 62,658 shares of Independent common stock, with cash payable in lieu of a fractional share of Independent common stock, subject to any required tax

2. (continued from footnote 1) withholding under applicable law. On December 31, 2018, the last trading day preceding the Effective Date, the closing price of Independent common stock was $45.77 per share.

	By: /s/ Christian E. Otteson for: John M. Eggemeyer	01/03/2019
	** 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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