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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DUBUQUE KENNETH R

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
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

8333 DOUGLAS AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2008

(Street)

AUSTIN, 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	11/07/2008	11/07/2008	F		1,215 ⁽¹⁾	D	$ 1.53	204,222	D
Common Stock								76 ⁽²⁾	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) ⁽³⁾ ⁽⁴⁾

$ 5.57

02/07/2007

02/07/2013

Common Stock

2,666

Option (right to buy) ⁽³⁾ ⁽⁵⁾

$ 9.64

02/06/2005

02/06/2014

Common Stock

8,000

Option (right to buy) ⁽³⁾ ⁽⁶⁾

$ 13

02/04/2006

02/04/2015

Common Stock

8,000

Option (right to buy) ⁽³⁾ ⁽⁷⁾

$ 17.36

02/03/2007

02/03/2016

Common Stock

8,200

Option (right to buy) ⁽³⁾ ⁽⁸⁾

$ 19.61

02/02/2008

02/02/2011

Common Stock

8,200

Restricted Stock ⁽³⁾ ⁽⁹⁾

⁽⁹⁾

Common Stock

7,666

Restricted Stock ⁽³⁾ ⁽¹⁰⁾

⁽¹⁰⁾

Common Stock

8,166

Restricted Stock ⁽³⁾ ⁽¹¹⁾

⁽¹¹⁾

Common Stock

10,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DUBUQUE KENNETH R 8333 DOUGLAS AVENUE AUSTIN, TX 75225	X		President and CEO

Signatures

Scott A. Almy signed on behalf of Kenneth R. Dubuque		11/12/2008
^**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)	1,215 shares withheld for tax purposes on 3,333 shares of restricted stock acquired through spin-off from Temple-Inland Inc. on 12/28/2007. Award was originally granted under and is governed by the Temple-Inland Inc. Stock Incentive Plan that provides for retirement eligibility at age 55 with 5 years of service.
(2)	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.)
(3)	Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007.
(4)	Options Vesting Schedule - exercise price $5.57: Options Exerciserable 02/07/2007 - 2,666.
(5)	Options Vesting Schedule - exercise price $9.64: Options Exerciserable 02/06/2005 - 2,000; Options Exerciserable 02/06/2006 - 2,000; Options Exerciserable 02/06/2007 - 2,000 and Options Exerciserable 02/06/2008 - 2,000.
(6)	Options Vesting Schedule - exercise price $13.00: Options Exerciserable 02/04/2006 - 2,000; Options Exerciserable 02/04/2007 - 2,000; Options Exerciserable 02/04/2008 - 2,000 and Options Exerciserable 02/04/2009 - 2,000.
(7)	Options Vesting Schedule - exercise price $17.36: Options Exerciserable 02/03/2007 - 2,050; Options Exerciserable 02/03/2008 - 2,050; Options Exerciserable 02/03/2009 - 2,050 and Options Exerciserable 02/03/2010 - 2,050.
(8)	Options Vesting Schedule - exercise price $19.61: Options Exerciserable 02/02/2008 - 2,050; Options Exerciserable 02/02/2009 - 2,050; Options Exerciserable 02/02/2010 - 2,050 and Options Exerciserable 02/02/2011 - 2,050.
(9)	Restricted Stock Units that vest effective February 3, 2009 and will be settled for cash based on the fair market value on the vesting date subject to a 1% ROI performance criteria.
(10)	Restricted Stock Units that vest effective February 2, 2010 and will be settled for cash based on the fair market value on the vesting date subject to a 1% ROI performance criteria.
(11)	Restricted Stock Units that vest effective May 4, 2010 and will be settled for cash based on the fair market value on the vesting date subject to a 1% ROI performance criteria.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.