Keith Dickelman Form 4 Guaranty Bancorp / Keith Dickelman ownership change

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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X

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^*

Dickelman Keith

(Last) (First) (Middle)

1331 17TH STREET

SUITE 200

(Street)

DENVER CO 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Business Banking

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)
			Code	V	Amount	(A) or (D)	Price
Voting Common Stock	01/01/2019		M		1,907	A	$0(1)	27,419	D
Voting Common Stock	01/01/2019		D		27,419	D	(2)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 shares of performance-based restricted stock previously granted to the reporting person under the Guaranty Bancorp 2015 Long-Term Incentive Plan converted into shares of time-based restricted stock pursuant to the terms of the plan scheduled to vest in accordance with the original performance cycle.

2. In connection with the Merger each share of Guaranty common stock and each unvested share of time-based restricted stock granted to the reporting person was converted into the right to receive 0.45 of a share of Independent common stock and restricted stock, respectively, 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 therefor, an aggregate of 10,356 shares of Independent common stock and 1,979 shares of Independent time-based restricted stock, with cash payable in lieu of a fractional share of Independent common stock, subject to any required tax 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.

	/s/ Keith Dickelman	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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