UNITED ~~STATES~~STATESSECURITIES ~~SECURITIES~~ AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December 27~~January 2, ~~2018~~2019 (January 1, 2019)

Guaranty Bancorp

(Exact name of registrant as specified in its charter)

Delaware	000-51556	41-2150446
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

1331 Seventeenth St., Suite 200

Denver, CO

80202

(Address of principal executive offices)

(Zip Code)

(303) 675-1194 (Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2):

Emerging growth company o☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐

~~Item~~ Introductory ~~8.01. Other Events.~~Note

As This ~~previously~~Current ~~announced,~~Report on ~~May 22,~~Form ~~2018, Independent~~8-K ~~Bank~~is ~~Group~~being filed in connection with the consummation on January 1, ~~Inc.~~ ~~(“Independent”)~~2019 ~~entered~~of ~~into~~the antransactions contemplated by the Agreement and Plan of Reorganization, ~~with~~dated as of May 22, 2018 (the “Merger Agreement”), by and between Guaranty Bancorp, a Delaware corporation (the “~~Guaranty~~Company”), ~~providing~~and ~~for~~Independent ~~the~~Bank ~~merger~~Group, ofInc., ~~Guaranty~~a ~~with~~Texas ~~and~~corporation ~~into~~ (“Independent”), ~~with~~including ~~Independent~~the ~~continuing~~merger asof the ~~surviving~~Company ~~entity~~with and into Independent (the “Merger”), ~~subject~~with toIndependent as the ~~terms~~surviving ~~and~~corporation ~~conditions~~in ~~set~~the ~~forth therein~~Merger.

On Item ~~December 27, 2018, Guaranty and Independent jointly issued a press release announcing that the Merger is expected to be completed on January 1, 2019~~2. ~~As previously disclosed, upon completion of the Merger, Guaranty stockholders will receive 0~~01.45Completion ~~shares~~ of ~~Independent~~Acquisition ~~common~~or ~~stock~~Disposition ~~in exchange for each share~~ of ~~Guaranty common stock held immediately prior to the Merger~~Assets.

A The ~~copy~~information ofset ~~the~~forth ~~press~~in ~~release~~the isIntroductory ~~attached~~Note ~~as Exhibit 99.1 and~~ is incorporated herein by reference.

~~Item~~ On 9January 1, 2019, pursuant to the terms of the Merger Agreement, the Company merged with and into Independent, with Independent continuing as the surviving entity in the Merger.~~01.~~ ~~Financial~~Immediately ~~Statements~~after the Merger, the Company’s wholly owned bank subsidiary, Guaranty Bank and ~~Exhibits~~Trust Company, merged with and into Independent’s wholly owned bank subsidiary, Independent Bank (the “Bank Merger”), with Independent Bank as the surviving entity in the Bank Merger.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (dthe “Effective Time”) ~~Exhibits~~, each share of common stock, par value $0.001 per share (“Company Common Stock”), of the Company (except for shares that were owned directly by Independent or the Company, subject to certain customary exceptions, which were cancelled in the Merger) was converted into the right to receive 0.45 shares of common stock, par value $0.01 per share, of Independent (“Independent Common Stock”). No fractional shares of Independent Common Stock were issued in the Merger, and the Company’s stockholders became entitled to receive cash in lieu of fractional shares. As a result of the Merger, Independent will deliver approximately 13.18 million shares of Independent Common Stock to the former holders of Company Common Stock, including restricted shares of Independent Common Stock issued to certain former holders of Guaranty restricted stock.

Exhibit No.		Description of Exhibit
Exhibit 99.1		Joint Press Release, dated December 27, 2018.

The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2018, and is incorporated herein by reference.

~~Forward~~ Item ~~Looking~~3.01. ~~Statements~~Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Certain~~ On ~~statements~~January contained in this filing that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 19331, ~~as amended and Section 21E of the Securities Exchange Act of 1934~~2019, ~~as amended. These forward-looking statements are typically, but not exclusively, identified by~~ the ~~use~~Company innotified the ~~statements~~NASDAQ ofStock ~~words~~Market or phrases such as “aim”, “anticipate”, “estimate”, “expect”, “goal”, “guidance”, “intend”, “is anticipated”, “is expected”, “is intended”, “objective”, “plan”, “projected”, “projection”, “will affect”, “will be”, “will continue”, “will decrease”, “will grow”, “will impact”, “will increase”, “will incur”, “will reduce”, “will remain”, “will result”, “would be”, variations of such words or phrases (~~including where the word~~ “~~could~~NASDAQ”~~, “may”, or “would” is used rather than the word “will” in a phrase~~) ~~and similar words and phrases indicating~~ that the ~~statement~~Merger ~~addresses~~had ~~some~~been ~~future~~completed ~~result, occurrence, plan or objective. The forward-looking statements that Guaranty~~ and ~~Independent~~requested make are based on the current expectations and assumptions regarding Guaranty’s and Independent’s business, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that ~~are~~trading difficult to predict. Many possible events or factors could affect Guaranty’s and Independent’s future financial results and performance and could cause those results or performance to differ materially from those expressed in ~~the~~Company ~~forward-looking~~Common ~~statements.~~Stock Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Independent and Guaranty, the outcome of any legal proceedings that may be ~~instituted~~halted ~~against~~prior ~~Independent or Guaranty, delays in completing the transaction, the failure~~ to ~~satisfy~~market ~~any~~open ~~of the conditions to the transaction~~ on aJanuary ~~timely basis or at all~~2, ~~the~~2019 ~~possibility~~and that the ~~anticipated~~listing ~~benefits~~ of the ~~transaction~~Company ~~are~~Common ~~not~~Stock ~~realized~~be ~~when~~removed. ~~expected~~The orCompany athas ~~all,~~requested ~~including~~that asNASDAQ file a ~~result~~notification of ~~the~~removal ~~impact of, or problems arising~~ from, ~~the~~listing ~~integration~~ of the ~~two~~Company ~~companies~~Common orStock ason aForm 25 ~~result~~with of the ~~strength~~Securities ~~of the economy~~ and ~~competitive~~Exchange ~~factors~~Commission. The inCompany ~~the~~intends ~~areas where Independent and Guaranty do business, the possibility that the transaction may be more expensive~~ to ~~complete~~file ~~than anticipated, including as~~ a ~~result~~Form of15 ~~unexpected~~with ~~factors~~respect orto ~~events,~~the ~~diversion of management~~Company’s ~~attention~~subordinated ~~from~~notes ~~ongoing business operations~~ and ~~opportunities,~~a ~~potential~~Form 15 ~~adverse~~with ~~reactions~~respect ~~or changes~~ to ~~business or employee relationships, including those resulting from~~ the ~~announcement~~Company orCommon ~~completion~~Stock ofrequesting the ~~transaction, Independent’s~~deregistration ~~ability to complete the acquisition and integration~~ of ~~Guaranty successfully, and~~ the ~~dilution~~Company ~~caused~~Common byStock ~~Independent’s~~under ~~issuance~~Section 12 of ~~shares of its common stock in connection with~~ the ~~transaction.~~Exchange ~~Guaranty~~Act and ~~Independent disclaim any obligation to update such factors or to publicly announce~~ the ~~results~~suspension of ~~any revisions to any of~~ the forward-looking statements included herein to reflect future events or developments. Further information on Guaranty and Independent and factors which could affect the forward-looking statements contained herein can be found in GuarantyCompany’s ~~Annual~~reporting ~~Report~~obligations ~~on Form 10-K~~under ~~for~~Sections ~~the~~13 ~~fiscal year ended December 31, 2017, its Quarterly Report on Form 10-Q for the three-month period ended September 30, 2018~~ and ~~its other filings with the Securities and Exchange Commission~~ 15(~~“SEC”~~d) of ~~and in Independent’s Annual Report on Form 10-K for~~ the ~~fiscal~~Exchange ~~year ended December 31, 2017, its Quarterly Report on Form 10-Q for the three-month period ended September 30, 2018 and its other filings with the SEC~~Act.

2 Item 3.03. Material Modification to Rights of Security Holders.

~~SIGNATURES~~ The information set forth under the Introductory Note, Item 2.01 and Item 3.01 is incorporated into this Item 3.03 by reference.

~~Pursuant~~ Item to5.01. ~~the~~Changes ~~requirements~~in ofControl ~~the Securities Exchange Act~~ of ~~1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Registrant.

~~GUARANTY~~ The ~~BANCORP~~information ~~By:~~set ~~/s/~~forth ~~Christopher~~under G.the ~~Treece~~Introductory ~~Name:~~Note ~~Christopher~~and GItem 2.01 ~~Treece~~is ~~Title:~~incorporated ~~Executive~~into ~~Vice~~this ~~President,~~Item ~~Chief~~5.01 ~~Financial~~by ~~Officer and Secretary~~reference.

~~Date: December 27,~~Item ~~2018~~5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

3 On January 1, 2019, effective upon the consummation of the Merger, the Company’s directors and executive officers ceased serving in such capacities.

Item 8.01.Other Events.

On January 2, 2019, Independent issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.


Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Reorganization by and between Independent Bank Group, Inc. and Guaranty Bancorp, dated May 22, 2018 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 23, 2018).*
99.1		Press Release, dated January 2, 2019.

* The registrant has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b)(2) of Regulation S-K. Independent agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or similar attachment upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 2, 2019

	INDEPENDENT BANK GROUP, INC. (as successor by merger to Guaranty Bancorp)


	By: /s/ David S Brooks________________________
	Name: David R. Brooks Title: Chairman of the Board, Chief Executive Officer and President

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