Sec Form 4 Filing - Castle Creek Capital Partners V, LP @ GUARANTY FEDERAL BANCSHARES INC - 2022-04-01

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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
Castle Creek Capital Partners V, LP
2. Issuer Name and Ticker or Trading Symbol
GUARANTY FEDERAL BANCSHARES INC [ GFED]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CASTLE CREEK CAPITAL LLC, 11682 EL CAMINO REAL, SUITE 320
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2022
(Street)
SAN DIEGO, CA92130
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 918,804 D 0 D( 1 )
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)
Code 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
Castle Creek Capital Partners V, LP
C/O CASTLE CREEK CAPITA L LLC
11682 EL CAMINO REAL, SUITE 320
SAN DIEGO, CA92130
X
Castle Creek Capital V LLC
C/O CASTLE CREEK CAPITAL LLC
11682 EL CAMINO REAL, SUITE 320
SAN DIEGO, CA92130
X
Signatures
CASTLE CREEK CAPITAL PARTNERS V, LP, By: /s/ John M. Eggemeyer, Name: John M. Eggemeyer, Title: President 04/05/2022
Signature of Reporting Person Date
CASTLE CREEK CAPITAL V LLC, By: /s/ John M. Eggemeyer, Name: John M. Eggemeyer, Title: President 04/05/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are held directly by Castle Creek Capital Partners V, LP ("Fund V"). Castle Creek Capital V LLC is the sole general partner of Fund V. Castle Creek Capital V LLC each disclaims beneficial ownership of such shares of Common Stock, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that Castle Creek Capital V LLC is the beneficial owner of such shares of Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 2 )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. At the Effective Time, each share of the Issuer's 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, subject to possible adjustment pursuant to (cont. in footnote 3)
( 3 )(cont. from footnote 2) 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.

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