Statement of Changes in Beneficial Ownership (4)
2019年1月4日 - 3:14AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
O'Brien Patrick Dan
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2. Issuer Name
and
Ticker or Trading Symbol
Guaranty Bancorp
[
GBNK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP, Regional Pres., SBA Mgr.
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(Last)
(First)
(Middle)
1331 17TH STREET, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/1/2019
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(Street)
DENVER, CO 80202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Voting Common Stock
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1/1/2019
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M
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7500
(1)
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A
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$0
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28552
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D
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Voting Common Stock
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1/1/2019
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M
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5409
(2)
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A
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$0
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33961
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D
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Voting Common Stock
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1/1/2019
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D
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33961
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D
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(3)
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0
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D
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Voting Common Stock
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1/1/2019
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D
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6000
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D
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(3)
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0
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I
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By IRA
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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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 Amended and Restated 2005 Stock Incentive Plan vested on the Effective Date.
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(2)
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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.
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(3)
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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 14,078 shares of Independent common stock and 3,904 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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O'Brien Patrick Dan
1331 17TH STREET
SUITE 200
DENVER, CO 80202
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EVP, Regional Pres., SBA Mgr.
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Signatures
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/s/ Patrick Dan O'Brien
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1/3/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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