SEC Form 4 · accession 0000899243-17-014648
GUARANTY BANCSHARES INC /TX/ · GNTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Harold E. Lower II
Officer — EVP - Guaranty Bank & Trust
Period of report
May 26, 2017
Accepted (ET)
May 30, 2017 · 10:26 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001058867
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F1 | $27.00 | May 26, 2017 | A | 1,200 | A | — | May 26, 2027 | Common Stock | 1,200 | 1,200 | D |
| Stock Appreciation RightsF3,F2 | $17.00 | May 26, 2017 | D | 1,200 | D | Dec 14, 2015 | — | Common Stock | 1,200 | 0 | D |
Explanation of responses
- F1The stock options will vest in equal annual installments over the five-year period commencing on the first anniversary of the grant date. The stock options have been structured to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and therefore shall immediately and automatically become vested and will be exercised upon, and cannot be exercised before, the earlier of (i) the Reporting Person's disability, (ii) the Reporting Person's death, (iii) the Reporting Person's separation of service, (iv) immediately prior to consummation of a change in control involving the Issuer, or (v) the expiration of the stock options; provided, however, that if the exercise price is equal to or greater than the fair market value of the underlying shares upon the earlier of the foregoing, then the stock options shall immediately and automatically be terminated with no consideration being paid to the Reporting Person.
- F2The stock appreciation rights ("SARs") vested ratably in annual installments over a period of five (5) years from the grant date, 12/14/2010.
- F3Upon the mutual agreement of the Reporting Person and the Issuer, effective May 26, 2017, the SARs were cancelled. The Reporting Person received a total of $12,000 as consideration for the cancellation of both the vested and unvested SARs. In addition, as additional consideration for cancellation of the SARs, the Issuer granted an equal number of stock options to the Reporting Person with an exercise price equal to the agreed-upon conversion price of the SARs, as described above.