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^*

Hanigan Kevin J

(Last)

(First)

(Middle)

8333 DOUGLAS AVENUE

(Street)

DALLAS

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr EVP & Chief Banking Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2008

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	08/05/2008	08/05/2008	P		5,000	A	$3.7	6,328⁽¹⁾⁽²⁾	D
Common Stock								919⁽³⁾	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)⁽⁴⁾⁽⁵⁾	$9.64							02/06/2008	02/06/2014	Common Stock	416		416	D
Option (right to buy)⁽⁵⁾⁽⁶⁾	$13							02/04/2008	02/04/2015	Common Stock	833		833	D
Option (right to buy)⁽⁵⁾⁽⁷⁾	$17.36							02/03/2007	02/03/2016	Common Stock	2,133		2,133	D
Option (right to buy)⁽⁵⁾⁽⁸⁾	$19.61							02/02/2008	02/02/2017	Common Stock	2,133		2,133	D
Restricted Stock⁽⁹⁾⁽¹⁰⁾	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	875		875	D
Restricted Stock⁽¹⁰⁾⁽¹¹⁾	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	875		875	D

Explanation of Responses:

1. 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.

2. Due the recent discovery of an error in the spin-off conversion reporting, direct owned shares were inadvertently reported as 1,264 shares of common stock on a previous Form 4 dated December 18, 2007. Upon discovery of this error, it was determined that the Reporting Person's direct ownership was 1,328 shares of common stock. Reporting Person acquired an additional 5,000 shares of common stock, as reported in this Form 4, through an open-market purchase that results in total direct ownership of 6,328 shares.

3. 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.)

4. Options Vesting Schedule - exercise price $9.64: Options Exerciserable 02/06/2008 - 416.

5. Stock Options acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007. Update and deminimis adjustment to option exercise price and/or option award amount to reflect the prorata distribution of option shares upon spin-off by Temple-Inland Inc. on or around December 28, 2007.

6. Options Vesting Schedule - exercise price $13.00: Options Exerciserable 02/04/2008 - 416 and Options Exerciserable 02/04/2009 - 417. Stock option award amount is 833; was inadvertently reported as 832 due to a conversion error in the spin-off calculations on previous Form 4 dated December 18, 2007.

7. Options Vesting Schedule - exercise price $17.36: Options Exerciserable 02/03/2007 - 533; Options Exerciserable 02/03/2008 - 533; Options Exerciserable 02/03/2009 - 534 and Options Exerciserable 02/03/2010 - 533. Stock Option award amount is 2,133; was inadvertently reported as 1,599 due to a conversion error in the spin-off calculation reporting on previous form 4 dated December 18, 2007.

8. Options Vesting Schedule - exercise price $19.61: Options Exerciserable 02/02/2008 - 533; Options Exerciserable 02/02/2009 - 533; Options Exerciserable 02/02/2010 - 534 and Options Exerciserable 02/02/2011 - 533. Stock option award amount is 2,133; was inadvertently reported as 2,132 due to a conversion error in the spin-off calculation reporting on previous Form 4 dated December 18, 2007.

9. Restricted Stock Units that vest effective 02/03/2009 and will be settled for cash based on the fair market value on the vesting date.

10. Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007.

11. Restricted Stock Units that vest effective 02/02/2010 and will be settled for cash based on the fair market value on the vesting date.

Remarks:

	Scott A. Almy signed on behalf of Kevin J. Hanigan	08/07/2008
	** 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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