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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 | ||||||||
| Stock Options (Right to Buy) | $ 27 (1) | 05/26/2017 | A | 12,000 | (1) | 05/26/2027 | Common Stock | 12,000 | $ 0 | 12,000 | D | ||||
| Stock Appreciation Rights | $ 21 | 05/26/2017 | D | 12,000 | (2) | (2) | Common Stock | 12,000 | $ 6 (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kucera Randall R. C/O GUARANTY BANCSHARES, INC. 201 SOUTH JEFFERSON AVE MOUNT PLEASANT, TX 75455 |
VP and General Counsel | |||
| /s/ Randall R. Kucera | 05/30/2017 | |
| **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) | The stock options will vest in equal annual installments over the five-year period commencing on the first anniversary of the grant date. The stock options have been structured to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and therefore shall immediately and automatically become vested and will be exercised upon, and cannot be exercised before, the earlier of (i) the Reporting Person's disability, (ii) the Reporting Person's death, (iii) the Reporting Person's separation of service, (iv) immediately prior to consummation of a change in control involving the Issuer, or (v) the expiration of the stock options; provided, however, that if the exercise price is equal to or greater than the fair market value of the underlying shares upon the earlier of the foregoing, then the stock options shall immediately and automatically be terminated with no consideration being paid to the Reporting Person. |
| (2) | The stock appreciation rights ("SARs") vested ratably in annual installments over a period of five (5) years from the grant date, 12/1/2012. |
| (3) | Upon the mutual agreement of the Reporting Person and the Issuer, effective May 26, 2017, the SARs were cancelled, with the unvested SARs immediately vesting in accordance with the terms of the Fair Market Value Stock Appreciation Rights Plan of the Issuer. The Reporting Person received a total of $72,000 as consideration for the cancellation of both the vested and unvested SARs. In addition, as additional consideration for cancellation of the SARs, the Issuer granted an equal number of stock options to the Reporting Person with an exercise price equal to the agreed-upon conversion price of the SARs, as described above. |