Sec Form 4 Filing - HELLWEG KURT D @ GUARANTY FEDERAL BANCSHARES INC - 2022-04-01

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
HELLWEG KURT D
2. Issuer Name and Ticker or Trading Symbol
GUARANTY FEDERAL BANCSHARES INC [ GFED]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4083 EAGLESCLIFFE
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2022
(Street)
SPRINGFIELD, MO65809
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 04/01/2022 D 142( 3 ) D 2,580 D
Common Stock 04/01/2022 D 2,580 D 0 D
Common Stock 04/01/2022 D 88,569 D 0 I SELF TRUSTEE
Common Stock 04/01/2022 D 9,456 D 0 I DRIP
Code
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HELLWEG KURT D
4083 EAGLESCLIFFE
SPRINGFIELD, MO65809
X
Signatures
/s/ KURT HELLWEG 04/05/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated November 9, 2021 (the "Merger Agreement") between the Issuer and QCR Holdings, Inc., a Delaware corporation whose shares of common stock ("Acquiror Common Stock") trade on the Nasdaq Global Market ("Acquiror"), effective April 1, 2022 (the "Effective Time"), the Issuer merged with and into Acquiror (the "Merger"), with Acquiror as the surviving entity in the Merger (the "Surviving Entity"). At the Effective Time, each share of the Issuer's common stock ("Issuer Common Stock") outstanding immediately prior to Effective Time (other than shares owned by Guaranty or QCR and any dissenting shares) was converted into the right to receive: (i) $30.50 in cash, (ii) 0.58775 shares of Acquiror Common Stock, or (iii) mixed consideration of $6.10 in cash and 0.4702 shares of Acquiror Common Stock (each form of consideration, an "Election" and collectively, the "Elections"), subject to possible adjustment pursuant to (cont. in footnote 2)
( 2 )(cont. from footnote 1) the terms and conditions set forth in the Merger Agreement and with cash paid in lieu of fractional shares. At the Effective Time, the price per share of Acquiror Common Stock at market close was $56.26.
( 3 )Pursuant to the Merger Agreement, immediately prior to the Effective Time, each award of restricted stock, restricted stock unit, performance stock unit, deferred stock unit or other full value stock award granted under the Issuer's 2015 Equity Plan then-outstanding, vested in accordance with the terms of the 2015 Equity Plan and applicable award agreement, based, if applicable, on the Issuer's actual performance through the Effective Time, and settled in shares of Common Stock (such shares, the "Issuer Award Shares").
( 4 )Pursuant to the Merger Agreement, each of the Issuer Award Shares was exchanged for mixed consideration of $6.10 in cash and 0.4702 shares of Acquiror Common Stock, based on the Available Cash and Available Shares (each as defined in the Merger Agreement) available after the Elections were set.

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