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Section 1: SC 13D/A (SC 13D/A)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 


 

GUARANTY BANCORP

(Name of Issuer)

 

Voting Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

40075T607

(CUSIP Number)

 

John M. Eggemeyer

6051 El Tordo, PO Box 1329

Rancho Santa Fe, CA 92067

858-756-8300

 

Copy to:

 

Castle Creek Capital Partners IV, LP

6051 El Tordo, PO Box 1329

Rancho Santa Fe, CA 92067

858-756-8300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 6, 2018

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 


* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

 



 

CUSIP No. 40075T607

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
Castle Creek Capital Partners IV, LP

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
1,448,849 (1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,448,849 (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,448,849 (1)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
4.9% (1)

 

 

14

Type of Reporting Person (See Instructions)
PN (Limited Partnership)

 


(1)           See Item 5 hereto.

2



 

CUSIP No. 40075T607

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
Castle Creek Capital IV LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC/AF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
1,448,849 (1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,448,849 (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,448,849 (1)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
4.9% (1)

 

 

14

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 


(1)           See Item 5 hereto.

 

3



 

CUSIP No. 40075T607

SCHEDULE 13D

 

 

Item 1.                                                         Security and Issuer

 

The title and class of equity security to which this statement on Schedule 13D relates is the voting common stock, par value $0.001 per share (“Voting Common Stock”) of Guaranty Bancorp (the “Issuer” or the “Company”).  The address of the principal executive office of the Company is 1331 Seventeenth St., Suite 200, Denver, Colorado 80202.  This Amendment No. 2 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed on December 5, 2016 (as amended, the “Schedule 13D”) with the Securities and Exchange Commission (the “SEC”).  This Amendment is being filed to report that the Reporting Persons have ceased to own more than five percent of the Voting Common Stock, and to remove certain individuals as reporting persons (as further described in Item 2).  Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.

 

Item 2.                                                         Identity and Background

 

Item 2 of the Schedule 13D is hereby amended to remove John M. Eggemeyer, J. Mikesell Thomas, Mark G. Merlo and John T. Pietrzak, each of whom are managing principals of Castle Creek Capital IV LLC, as reporting persons.  Although each of Messrs. Eggemeyer, Thomas, Merlo and Pietrzak were previously included as reporting persons, upon further review, these individuals are not deemed to be beneficial owners of the Voting Common Stock owned by Castle Creek Capital Partners IV, LP (“Fund IV”) and thus have been removed as reporting persons.

 

Item 5.                                                         Interest in Securities of the Issuer

 

Items 5(a), (b) and (e) of the Schedule 13D are hereby amended and restated, with effect from the date of the event giving rise to this Amendment, with the following:

 

(a) and (b)

 

Reporting Person

 

Amount
Beneficially
Owned

 

Percent of
Class (2)

 

Sole Power to
Vote or Direct
the Vote

 

Shared Power
to Vote or
Direct the Vote

 

Sole Power to
Dispose or to
Direct the
Disposition

 

Shared Power to
Dispose or
Direct the
Disposition

 

Castle Creek Capital Partners IV, LP

 

1,448,849

 

4.9

%

0

 

1,448,849

 

0

 

1,448,849

 

Castle Creek Capital IV LLC (1) 

 

1,448,849

 

4.9

%

0

 

1,448,849

 

0

 

1,448,849

 

 


(1)         Castle Creek Capital IV LLC (“CCC IV”) is the general partner of Fund IV.  As further described in Item 2, Mr. Eggemeyer, Mr. Thomas, Mr. Merlo and Mr. Pietrzak are managing principals of CCC IV but are not deemed to be beneficial owners of the shares of Voting Common Stock owned by Fund IV.

 

(2)   This calculation is based on 29,300,281 shares of Voting Common Stock outstanding as of April 26, 2018, as reported by the Company on its Quarterly Report on Form 10-Q filed with the SEC on April 30, 2018 (the “10-Q”).

 

(e)                                  The Reporting Persons have ceased to be the beneficial owners of more than five percent of the Company’s Voting Common Stock based on the number of shares of Voting Common Stock outstanding as reported by the Company in the 10-Q. The Reporting Persons beneficial ownership percentage fell below five percent of the Company’s Voting Common Stock as a result of ordinary course dilutive issuances of shares (e.g., awards under employee benefit plans).

 

Item 7.                                                         Material to be Filed as Exhibits

 

Exhibit

 

Description

 

 

 

Exhibit 1

 

Joint Filing Agreement, dated as of June 6, 2018, by and between Castle Creek Capital Partners IV, LP and Castle Creek Capital IV LLC.

 

4



 

SIGNATURES

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: June 6, 2018

 

 

 

CASTLE CREEK CAPITAL PARTNERS IV, LP
By Castle Creek Capital IV LLC, its general partner

 

 

 

 

 

By:

/s/ John M. Eggemeyer

 

Name:

John M. Eggemeyer

 

Title:

Managing Principal

 

 

 

 

 

 

 

CASTLE CREEK CAPITAL IV LLC

 

 

 

 

By:

/s/ John M. Eggemeyer

 

Name:

John M. Eggemeyer

 

Title:

Managing Principal

 

SIGNATURE PAGE TO AMENDMENT NO. 2 TO SCHEDULE 13D (GUARANTY BANCORP)

 

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Section 2: EX-1 (EX-1)

Exhibit 1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that this Schedule 13D, dated June 6, 2018, with respect to the voting common stock, par value $0.001 per share, of Guaranty Bancorp, a Delaware corporation, is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

Dated: June 6, 2018

 

 

CASTLE CREEK CAPITAL PARTNERS IV, LP
By Castle Creek Capital IV LLC, its general partner

 

 

 

 

 

By:

/s/ John M. Eggemeyer

 

Name:

John M. Eggemeyer

 

Title:

Managing Principal

 

 

 

 

 

 

 

CASTLE CREEK CAPITAL IV LLC

 

 

 

 

By:

/s/ John M. Eggemeyer

 

Name:

John M. Eggemeyer

 

Title:

Managing Principal

 

SIGNATURE PAGE TO JOINT FILING AGREEMENT (GUARANTY BANCORP)

 


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