Sec Form 4 Filing - RUH WILLIAM J @ Guaranty Bancorp - 2011-09-30

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person RUH WILLIAM J 2. Issuer Name and Ticker or Trading Symbol Guaranty Bancorp [ GBNK] 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) 6051 EL TORDO, PO BOX 1329 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2011 (Street) RANCHO SANTA FE, CA92067 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 Voting Common Stock 09/30/2011 C( 1 )( 2 ) 6,310,498 ( 3 ) A $ 1.5 ( 1 ) ( 2 ) 8,955,461 I Castle Creek Capital Partners IV, LP ( 4 ) Non-Voting Common Stock 09/30/2011 C( 1 )( 2 ) 2,485,502 ( 3 ) A $ 1.5 ( 1 ) ( 2 ) 2,485,502 I Castle Creek Capital Partners IV, LP ( 4 ) Voting Common Stock 09/30/2011 C( 1 )( 2 ) 216,000 A $ 1.5 ( 1 ) ( 2 ) 394,610 I By Lisa A. Ruh Trust ( 5 )

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 F orm 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 Series A Convertible Preferred Stock $ 1.5 09/30/2011 C( 1 )( 2 ) 13,194 ( 6 ) ( 1 )( 2 ) ( 1 )( 2 ) Voting Common Stock and Non-Voting Common Stock ( 3 ) 8,796,000 ( 3 ) $ 0 0 I Castle Creek Capital Partners IV, LP ( 4 ) Series A Convertible Preferred Stock $ 1.5 09/30/2011 C( 1 )( 2 ) 324 ( 6 ) ( 1 )( 2 ) ( 1 )( 2 ) Voting Common Stock 216,000 $ 0 0 I By Lisa A. Ruh Trust ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RUH WILLIAM J 6051 EL TORDO PO BOX 1329 RANCHO SANTA FE, CA92067 X Signatures By: /s/ Zsolt K. Bessko for: William J. Ruh 09/30/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A Convertible Preferred Stock ("Series A Preferred Stock") was automatically converted into shares of common stock on September 30, 2011. Pursuant to an investment agreement among Guaranty Bancorp (the "Company") and certain investors dated as of May 6, 2009, as amended (the "Investment Agreement"), each share of Series A Preferred Stock would have automatically converted into shares of common stock on August 11, 2014 and was voluntarily convertible into shares of common stock following the earlier of August 11, 2011 or the occurrence of certain events. Each share of Series A Prferred Stock was previously convertible into shares of common stock at a conversion price of $1.80 per share, adjustable to as low as $1.50 per share in the event of certain non-payments of dividends and customary anti-dilution adjustments. ( 2 )On July 27, 2011, the Company entered into a transaction agreement, which was amended and restated as of August 9, 2011, with certain investors (the "Transaction Agreement"). Pursuant to the Transaction Agreement, on September 30, 2011, (i) the Company issued a special Payment-in-Kind ("PIK") dividend to all holders of the Series A Preferred Stock, and (ii) immediately following payment of the special PIK dividend, all of the outstanding shares of Series A Preferred Stock were mandatorily converted into shares of voting common stock and, if necessary, non-voting common stock at a conversion price of $1.50 per share (collectively, the "Transaction"). ( 3 )Castle Creek Capital Partners IV, LP ("Fund IV") and its affiliates have passivity commitments in place with the Board of Governors of the Federal Reserve System, which, among other things, limit their right to acquire the Company's voting common stock to 9.9% of the Company's total outstanding voting common stock. As a result, Fund IV was issued 6,310,498 shares of voting common stock and 2,485,502 shares of non-voting stock purusant to the Transaction. ( 4 )Castle Creek Capital IV LLC ("CCC IV") is the sole general partner of Fund IV. Accordingly, securities owned by Fund IV may be regarded as being beneficially owned by CCC IV. Mr. Ruh is a controlling person of CCC IV. Accordingly, securities owned or deemed to be owned by CCC IV may be regarded as being beneficially owned by Mr. Ruh. Mr. Ruh disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16 or any other purpose. ( 5 )Lisa A. Ruh is the trustee of the Lisa A. Ruh Trust and Mr. Ruh's spouse. Mr. Ruh disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16 or any other purpose. ( 6 )Since Mr. Ruh's last Form 4 filing on August 5, 2011, an aggregate of 59 and 2,494 shares of Series A Preferred Stock were dividended by the Company (including the special PIK dividend) to the Lisa A. Ruh Trust and Fund IV, respectively, which stock dividends are exempted from Section 16 pursuant to Rule 16a-9(a).

Remarks: As a result of the Transaction, reporting person is no longer deemed to be a 10% owner.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.