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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Mandatory Convert Perpetual Cumu Preferred Stk (3) | (3) | (3) | (3) | Common Stock | 11,032,420 (4) | 1,103,242 | I | Held by TRT Financial Holdings LLC | |||||||
| Series B Mandatory Convert Perpetual Cumu Preferred Stk (3) (5) | (3) | (3) | (3) | Common Stock | 1,269,620 (4) | 126,962 | I | Held by Rowling Family Properties, Ltd. | |||||||
| Restricted Stock Units (6) | (6) | 08/26/2008 | 08/26/2008 | A | 13,890 | (6) | (6) | Common Stock | 13,890 | $ 0 | 13,890 | D | |||
| Reporting Owner Name / Address | Relationships | |||
| 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 | ||
| Scott A. Almy signed on behalf of Robert B. Rowling | 08/28/2008 | |
| **Signature of Reporting Person | Date |
| * | 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) | Indirect beneficial ownership of common stock held by TRT Financial Holdings, LLC for which Mr. Rowling serves as sole voting and the managing member. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | 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. |
| (6) | Restricted Stock Units ("RSU") accrued under a Guaranty Financial Group Inc. plan, which includes a dividend reinvestment feature, and are vested on the date of grant. Each RSU is the economic equivalent of one share of common stock and is payable in stock upon Reporting Person's retirement or termination of service as a director. Effective August 26, 2008, the Board of Directors approved settlement of RSUs from stock to cash upon retirement. |