SEC Form 4 · accession 0001179110-19-000167
Guaranty Bancorp · GBNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph E. Miltimore
Officer — EVP, Middle Market
Period of report
Jan 1, 2019
Accepted (ET)
Jan 3, 2019 · 1:55 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001324410
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Voting Common StockF1 | Jan 1, 2019 | M | 5,000 | $0.00 | A | 21,092 | D | |
| Voting Common StockF2 | Jan 1, 2019 | M | 6,138 | $0.00 | A | 27,230 | D | |
| Voting Common StockF3 | Jan 1, 2019 | D | 27,230 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On 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.
- F2In 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.
- F3In 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 7,938 shares of Independent common stock and 4,312 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.