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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Guaranty Financial Group Inc. [ GFG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/11/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/11/2008 | 01/11/2008 | M | 57,536(1)(2) | A | $12.15 | 60,647(3) | D | ||
Common Stock | 01/11/2008 | 01/11/2008 | F | 15,182 | D | $12.15 | 58,580(3) | D | ||
Common Stock | 48(4) | 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) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option (right to buy)(1)(5) | $5.57 | 02/07/2007 | 02/07/2013 | Common Stock | 2,666 | 2,666 | D | ||||||||
Option (right to buy)(1)(6) | $9.64 | 02/06/2005 | 02/06/2014 | Common Stock | 8,000 | 8,000 | D | ||||||||
Option (right to buy)(1)(7) | $13 | 02/04/2006 | 02/04/2015 | Common Stock | 8,000 | 8,000 | D | ||||||||
Option (right to buy)(1)(8) | $17.36 | 02/03/2007 | 02/03/2016 | Common Stock | 8,200 | 8,200 | D | ||||||||
Option (right to buy)(1)(9) | $19.61 | 02/02/2008 | 02/02/2011 | Common Stock | 8,200 | 8,200 | D | ||||||||
Restricted Stock(1)(10) | (10) | (10) | (10) | Common Stock | 7,666 | 7,666 | D | ||||||||
Restricted Stock(1)(11) | (11) | (11) | (11) | Common Stock | 8,166 | 8,166 | D | ||||||||
Restricted Stock(1)(12) | (12) | (12) | (12) | Common Stock | 10,000 | 10,000 | D | ||||||||
Phantom Stock(1)(2) | $12.15(2) | 01/11/2008 | 01/11/2008 | M | 57,536(2) | (2) | (2) | Common Stock | 57,536 | $0.00 | 0 | D |
Explanation of Responses: |
1. Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007. |
2. Settlement and distribution of phantom shares from deferred bonuses due to spin-off from Temple-Inland Inc. Phantom shares accrued under a Temple-Inland Inc. plan, which includes a dividend reinvestment feature, to be settled upon Reporting Person's retirement or other specified date. |
3. In accordance with the Rights Agreement adopted by the Company on December 11, 2007, Preferred Stock Purchase Rights are deemed to be attached to the shares of Common Stock. |
4. Reporting Person acquired additional shares through on-going acquisitions under 401(k) plan. By trustee of the Temple-Inland 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.) |
5. Options Vesting Schedule for Options Granted 02/07/2003 - exercise price $5.57: Options Exerciserable 02/07/2007 - 2,666. |
6. 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. |
7. 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. |
8. 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. |
9. 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. |
10. 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. Award amount is 7,666 as it was inadvertently reported as 3,500 due to spin-off conversion calculation error on previous Form 4 dated December 18, 2007. |
11. 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. Award amount is 8,166 as it was inadvertently reported as 3,000 due to spin-off conversion calculation error on previous Form 4 dated December 18, 2007. |
12. 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: |
Option prices and award amounts updated to reflect spin-off from Temple-Inland Inc. effective 12/28/2007. |
Scott A. Almy signed on behalf of Kenneth R. Dubuque | 01/15/2008 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |