Sec Form 13D Filing - PATRIOT FINANCIAL PARTNERS LP filing for Guaranty Bancorp (GBNK) - 2016-11-28

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

(Amendment No. 4)

 

Guaranty Bancorp

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

40075T607

(CUSIP Number)

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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d‑7(b) for other parties to whom copies are to be sent.

 

 

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CUSIP No. 40075T607

13D/A

Page 3 of 11 Pages

 

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1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Ira M. Lubert
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [ X ] (b) [    ]
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   2,374,473
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   2,374,473

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,374,473
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.38%*
14	TYPE OF REPORTING PERSON   IN

*This calculation is based on 28,349,107 shares of Common Stock of the Company outstanding as of November 7, 2016, as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

 

 

1	NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   James J. Lynch
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [ X ] (b) [    ]
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   2,374,473
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   2,374,473

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,374,473
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.38%*
14	TYPE OF REPORTING PERSON   IN

*This calculation is based on 28,349,107 shares of Common Stock of the Company outstanding as of November 7, 2016, as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

 

Item 1.

Security and Issuer

This Amendment No. 4 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed on May 15, 2009, as amended, relating to the common stock, par value $0.001 per share (the "Common Stock"), of Guaranty Bancorp, a Delaware corporation (the "Company" or the "Issuer"), whose principal executive offices are located at 1331 Seventeenth Street, Suite 300, Denver, Colorado 80202.

This Amendment No. 4 is being filed to report the transaction described in Item 4.  Unless specifically amended hereby, the disclosures set forth in the Schedule 13D, as amended, remain unchanged.

Item 4.  Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented, with effect from the date of the event giving rise to this Amendment, by the following:

On November 21, 2016, Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. (collectively the "Funds") sold 1,000,000 shares of Common Stock at a weighted average price per share of $20.75.  Patriot Financial Partners, L.P. sold 852,698 shares of Common Stock and Patriot Financial Partners Parallel, L.P. sold 147,302 shares of Common Stock. The sales were completed through open market, broker-assisted transactions.

Other than as described in this Item 4, none of the Reporting Persons have any present plans or proposals that that relate to or would result in any of the events set forth in Items 4(a) through 4(j) of Schedule 13D.  However, each of the Reporting Persons reserves the right to change its plans at any time, as it deems appropriate.

Item 5.

Interest in Securities of the Issuer

Paragraphs (a) and (b) of Item 5 of Schedule 13D are hereby amended and supplemented, with effect from the date of the event giving rise to this Amendment, by the following:

The percentages used in this Amendment are based upon 28,349,107 outstanding shares of Common Stock as of November 7, 2016, as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

(a) - (b) Patriot Financial Partners L.P. possesses shared voting and dispositive power and beneficially owns 2,019,416 shares, or 7.12% of the outstanding Common Stock.

Patriot Financial Partners Parallel L.P. possesses shared voting and dispositive power and beneficially owns 348,851 shares, or 1.23% of the outstanding Common Stock.

Patriot Financial Manager L.P., a limited partnership controlled by Messrs. Wycoff, Lubert and Lynch, owns 3,103 shares of Common Stock. In addition, because (i) Messrs. Wycoff, Lubert and Lynch serve as general partners of the Patriot Funds and Patriot GP and as members of Patriot LLC, (ii) Patriot LLC serves as general partner of Patriot GP and (iii) Patriot GP serves as general partner of the Funds, each of Messrs Wycoff, Lubert and Lynch, Patriot LLC and Patriot GP may be deemed to possess shared voting and dispositive power over 2,374,473 shares of Common Stock, or 8.38%, of the outstanding Common Stock.

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CUSIP No. 40075T607

13D/A

Page 10 of 11 Pages

 

(e)	Not applicable.

Item 7.

Material to Be Filed as Exhibits

 

SIGNATURE

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