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 ^*

JASTROW KENNETH M II

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	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Chairman of the Board

(Last)

(First)

(Middle)

8333 DOUGLAS AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
01/11/2008

(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	01/11/2008	01/11/2008	M		22,766 ⁽¹⁾	A	$ 12.15	130,728	D
Common Stock	01/11/2008	01/11/2008	J		5,603 ⁽¹⁾	D	$ 12.15	125,125	D
Common Stock	01/11/2008	01/11/2008	F		7,756 ⁽²⁾	D	$ 12.15	117,369 ⁽³⁾	D
Common Stock								3,795 ⁽⁴⁾	I	By Trustee of 401(k) Plan

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

Option (right to buy) ⁽⁵⁾ ⁽⁶⁾

$ 8.55

02/06/2000

02/06/2008

Common Stock

9,333

Option (right to buy) ⁽⁶⁾ ⁽⁷⁾

$ 10.81

05/01/2000

05/01/2008

Common Stock

24,896

Option (right to buy) ⁽⁶⁾ ⁽⁸⁾

$ 13.27

05/07/2001

05/07/2009

Common Stock

32,000

Option (right to buy) ⁽⁶⁾ ⁽⁹⁾

$ 8.5

02/04/2002

02/04/2010

Common Stock

66,666

Option (right to buy) ⁽⁶⁾ ⁽¹⁰⁾

$ 7.55

02/02/2002

02/02/2011

Common Stock

66,666

Option (right to buy) ⁽⁶⁾ ⁽¹¹⁾

$ 8.51

02/01/2003

02/01/2012

Common Stock

33,333

Option (right to buy) ⁽⁶⁾ ⁽¹²⁾

$ 5.57

02/07/2004

02/07/2013

Common Stock

36,666

Option (right to buy) ⁽⁶⁾ ⁽¹³⁾

$ 9.64

02/06/2005

02/06/2014

Common Stock

33,333

Option (right to buy) ⁽⁶⁾ ⁽¹⁴⁾

$ 13

02/04/2006

02/04/2015

Common Stock

33,333

Option (right to buy) ⁽⁶⁾ ⁽¹⁵⁾

$ 17.36

02/03/2007

02/03/2016

Common Stock

34,166

Restricted Stock ⁽⁶⁾ ⁽¹⁶⁾

⁽¹⁶⁾

Common Stock

41,666

Restricted Stock ⁽⁶⁾ ⁽¹⁷⁾

⁽¹⁷⁾

Common Stock

50,000

Phantom Stock ⁽¹⁾ ⁽⁶⁾

⁽¹⁾

01/11/2008

22,766 ⁽¹⁾

⁽¹⁾

Common Stock

37,323

$ 0

14,557

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JASTROW KENNETH M II 8333 DOUGLAS AVENUE DALLAS, TX 75225	X			Chairman of the Board

Signatures

Scott A. Almy signed on behalf of Kenneth M. Jastrow, II.		01/15/2008
^**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)	Distribution and settlement of a portion of phantom shares due to retirement from Temple-Inland Inc.; includes phantom shares from deferred bonuses and restricted shares related to retirement ageement. Settlement is payable in cash and stock: 5,603 shares payable in cash and 17,163 shares payable in stock. Phantom shares accrued under a Temple-Inland Inc. plan, which includes a dividend reinvestment feature, to be settled upon Reporting Person's retirement.
(2)	1,499 shares withheld for tax purposes on deferred restricted stock and 6,257 shares withheld for tax purposes on deferred phantom stock distributed to Reporting Person upon retirement from Temple-Inland Inc.
(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)	Reporting Person acquired additional shares through on-going acquisitions under 401(k) plan. By trustee of the Temple-Inland Salaried Savings 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.)
(5)	Options Vesting Schedule for Options Granted 02/06/1998 - exercise price $8.55: Options Exerciserable 02/06/2000 - 1,400; Options Exerciserable 02/06/2001 - 1,400; Options Exerciserable 02/06/2002 - 1,400;Options Exerciserable 02/06/2003 - 1,400; and Options Exerciserable 02/06/2004 - 3,733.
(6)	Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007.
(7)	Options Vesting Schedule for Options Granted 05/01/1998 - exercise price $10.81: Options Exerciserable 05/01/2000 - 5,000; Options Exerciserable 05/01/2001 - 5,000; Options Exerciserable 05/01/2002 - 5,000; Options Exerciserable 05/01/2003 - 5,000; and Options Exercisable 05/01/2004 - 4,896.
(8)	Options Vesting Schedule for Options Granted 05/07/1999 - exercise price $13.27: Options Exerciserable 05/07/2001 - 4,800; Options Exerciserable 05/07/2002 - 4,800; Options Exerciserable 05/07/2003 - 4,800; Options Exerciserable 05/07/2004 - 4,800; and Options Exerciserable 05/07/2005 - 12,800.
(9)	Options Vesting Schedule for Options Granted 02/04/2000 - exercise price $8.50: Options Exerciserable 02/04/2002 - 10,000; Options Exerciserable 02/04/2003 - 10,000; Options Exerciserable 02/04/2004 - 10,000; Options Exerciserable 02/04/2005 - 10,000; and Options Exerciserable 02/04/2006 - 26,666.
(10)	Options Vesting Schedule for Options Granted 02/02/2001 - exercise price $7.55: Options Exerciserable 02/04/2002 - 16,666; Options Exerciserable 02/04/2003 - 16,667; Options Exerciserable 02/04/2004 - 16,666; Options Exerciserable 02/04/2005 - 16,667.
(11)	Options Vesting Schedule for Options Granted 02/01/2002 - exercise price $8.51: Options Exerciserable 02/01/2003 - 8,333; Options Exerciserable 02/01/2004 - 8,333; Options Exerciserable 02/01/2005 - 8,333 and Options Exercisable 02/01/2006 - 8,334.
(12)	Options Vesting Schedule for Options Granted 02/07/2003 - exercise price $5.57: Options Exerciserable 02/07/2004 - 9,166; Options Exerciserable 02/07/2005 - 9,166; Options Exercisable 02/07/2006 - 9,166; and Options Exerciserable 02/07/2005 - 9,166.
(13)	Options Vesting Schedule for Options Granted 02/06/2004 - exercise price $9.64: Options Exerciserable 02/06/2005 - 8,333; Options Exerciserable 02/06/2006 - 8,333; Options Exerciserable 02/06/2007 - 8,333 and Options Exerciserable 02/06/2008 - 8,334. Award amount is 33,333; was inadvertently reported as 16,666 due to spin-off conversion calculation error on previous Form 4 dated December 18, 2007.
(14)	Options Vesting Schedule for Options Granted 02/04/2005 - exercise price $13.00: Options Exerciserable 02/04/2006 - 8,333; Options Exerciserable 02/04/2007 - 8,333; Options Exerciserable 02/04/2008 - 8,334 and Options Exerciserable 02/04/2009 - 8,333.
(15)	Options Vesting Schedule for Options Granted 02/03/2006 - exercise price $17.36: Options Exerciserable 02/03/2007 - 8,541; Options Exerciserable 02/03/2008 - 8,542; Options Exerciserable 02/03/2009 - 8,542 and Options Exerciserable 02/03/2010 - 8,541.
(16)	Restricted Shares granted on August 9, 2007 that will vest effective February 3, 2009. Restricted Shares will be settled for cash based on the fair market value on the vesting date subject to a 1% ROI performance criteria.
(17)	Restricted Shares granted on August 9, 2007 that will vest effective February 2, 2010. Restricted Shares will be settled for cash based on the fair market value on the vesting date subject to a 1% ROI performance criteria.
Remarks: Option prices and award amounts updated to reflect spin-off from Temple-Inland Inc. effective 12/28/2007.

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