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 ^*

Rowling Robert B.

2. Issuer Name and Ticker or Trading Symbol
Guaranty Financial Group Inc. [GFG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O TRT FINANCIAL HOLDINGS LLC, 600 EAST COLINAS BLVD, SUITE 1900

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2008

(Street)

IRVING, TX 75039

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	08/20/2008	08/20/2008	P		636,500 ⁽¹⁾	A	$ 4.28 ⁽¹⁾	8,059,833 ⁽²⁾ ⁽³⁾	I	Held by TRT Financial Holdings, LLC
Common Stock	08/21/2008	08/21/2008	P		250,000 ⁽⁴⁾	A	$ 4.52 ⁽⁴⁾	8,309,833 ⁽²⁾ ⁽³⁾	I	Held by TRT Financial Holdings, LLC
Common Stock	08/22/2008	08/22/2008	P		64,000 ⁽⁵⁾	A	$ 4.49 ⁽⁵⁾	8,373,833 ⁽²⁾ ⁽³⁾	I	Held by TRT Financial Holdings, LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

Series B Mandatory Convert Perpetual Cumu Preferred Stk ⁽⁶⁾

⁽⁶⁾

Common Stock

11,032,420 ⁽⁷⁾

1,103,242

Held by TRT Financial Holdings LLC

Series B Mandatory Convert Perpetual Cumu Preferred Stk ⁽⁶⁾ ⁽⁸⁾

⁽⁶⁾

Common Stock

1,269,620 ⁽⁷⁾

126,962

Held by Rowling Family Properties, Ltd.

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rowling Robert B. C/O TRT FINANCIAL HOLDINGS LLC 600 EAST COLINAS BLVD, SUITE 1900 IRVING, TX 75039	X	X

Signatures

Scott A. Almy signed on behalf of Robert B. Rowling		08/22/2008
^**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)	The price reported is a weighted average purchase price. The transaction was effected through multiple separate purchases with actual purchase prices ranging from $4.1875 to $4.35. The Reporting Person provided the Issuer with full information regarding the number of shares purchased at each separate price. The Issuer will provide, upon receipt of a request, a copy of this information to the SEC staff or a security holder of the Issuer.
(2)	Indirect beneficial ownership of common stock held by TRT Financial Holdings, LLC for which Mr. Rowling serves as sole voting and the managing member.
(3)	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.
(4)	The price reported is a weighted average purchase price. The transaction was effected through multiple separate purchases with actual purchase prices ranging from $4.47 to $4.60. The Reporting Person provided the Issuer with full information regarding the number of shares purchased at each separate price. The Issuer will provide, upon receipt of a request, a copy of this information to the SEC staff or a security holder of the Issuer.
(5)	The price reported is a weighted average purchase price. The transaction was effected through multiple separate purchases with actual purchase prices ranging from $4.43 to $4.50. The Reporting Person provided the Issuer with full information regarding the number of shares purchased at each separate price. The Issuer will provide, upon receipt of a request, a copy of this information to the SEC staff or a security holder of the Issuer.
(6)	Series B Mandatory Convertible Perpetual Cumulative Preferred Stock (the "Preferred Stock") converts automatically into common stock of the Issuer upon the approval of (i) the Issuer's shareholders and (ii) the Issuer's primary banking regulator. The Series B Mandatory Convertible Perpetual Cumulative Preferred Stock is perpetual and has no expiration.
(7)	The Certificate of Designations for the Preferred Stock provides for an initial conversion ratio of 10 shares of common stock for each share of Preferred Stock, subject to certain anti-dilution adjustments and the potential for the accrual of dividends.
(8)	The reported securities were sold together in units with 12% Subordinated Notes of the Issuer's banking subsidiary. The total aggregate offering price of the units was $275 million and 638,000 shares of Preferred Stock were reserved for issuance in connection with the unit offering; for every $1.00 of 12% Subordinated Note purchased, a purchaser would receive 0.00232 shares of Preferred Stock. Rowling Family Properties, Ltd. purchased $54.725 million worth of units, which included 126,962 shares of Preferred Stock.

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