FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Treece Christopher G
2. Issuer Name and Ticker or Trading Symbol

Guaranty Bancorp [ GBNK ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, CFO & Secretary
(Last)          (First)          (Middle)

1331 17TH ST., SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

12/31/2018
(Street)

DENVER, CO 80202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/31/2018     F    2432   (1) D $20.75   37570   D    
Voting Common Stock   1/1/2019     M    24660   (2) A $0   62230   D    
Voting Common Stock   1/1/2019     D    62230   D   (3) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  Withholding of shares of voting common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded shares of restricted stock.
(2)  On January 1, 2019 (the "Effective Date"), pursuant to the Agreement and Plan of Reorganization dated as of May 22, 2018, by and between Independent Bank Group, Inc. ("Independent") and Guaranty Bancorp ("Guaranty"), Guaranty merged with and into Independent (the "Merger"). In connection with the Merger shares of performance-based restricted stock previously granted to the reporting person under the Guaranty Bancorp Amended and Restated 2005 Stock Incentive Plan and the Guaranty Bancorp 2015 Long-Term Incentive Plan vested on the Effective Date.
(3)  In connection with the Merger each outstanding share of Guaranty common stock, subject to certain limited exceptions, was converted into the right to receive 0.45 of a share of Independent common stock, with cash payable in lieu of a fractional share in an amount equal to the fraction of a share of Independent common stock which the holder would otherwise be entitled to receive multiplied by $51.92. In connection with the Merger, the reporting person has the right to receive, in exchange for all of the shares of Guaranty common stock reported in Table I, an aggregate of 27,999 shares of Independent common stock, with cash payable in lieu of a fractional share of Independent common stock, subject to any required tax withholding under applicable law. On December 31, 2018, the last trading day preceding the Effective Date, the closing price of Independent common stock was $45.77 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Treece Christopher G
1331 17TH ST.
SUITE 200
DENVER, CO 80202


EVP, CFO & Secretary

Signatures
/s/ Christopher G. Treece 1/3/2019
** Signature of Reporting Person Date


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 control number.
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