Edgar Filing: Guaranty Financial Group Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Hanigan Kevin J

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

(Last)

(First)

(Middle)

8333 DOUGLAS AVENUE

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

(Street)

DALLAS, TX 75225

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (right to buy) ⁽⁴⁾ ⁽⁵⁾

$ 9.64

02/06/2008

02/06/2014

Common Stock

416

Option (right to buy) ⁽⁵⁾ ⁽⁶⁾

$ 13

02/04/2008

02/04/2015

Common Stock

833

Option (right to buy) ⁽⁵⁾ ⁽⁷⁾

$ 17.36

02/03/2007

02/03/2016

Common Stock

2,133

Option (right to buy) ⁽⁵⁾ ⁽⁸⁾

$ 19.61

02/02/2008

02/02/2017

Common Stock

2,133

Restricted Stock ⁽⁹⁾ ⁽¹⁰⁾

⁽⁹⁾

Common Stock

875

Restricted Stock ⁽¹⁰⁾ ⁽¹¹⁾

⁽¹¹⁾

Common Stock

875

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hanigan Kevin J 8333 DOUGLAS AVENUE DALLAS, TX 75225			Sr EVP & Chief Banking Officer

Signatures

Scott A. Almy signed on behalf of Kevin J. Hanigan		08/07/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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