Castle Creek Capital Partners V, LP - Apr 1, 2022 Form 4 Insider Report for GUARANTY FEDERAL BANCSHARES INC (GFED)

Role
10%+ Owner
Signature
CASTLE CREEK CAPITAL PARTNERS V, LP, By: /s/ John M. Eggemeyer, Name: John M. Eggemeyer, Title: President
Stock symbol
GFED
Transactions as of
Apr 1, 2022
Transactions value $
$0
Form type
4
Date filed
4/5/2022, 04:24 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GFED Common Stock Disposed to Issuer -919K -100% 0 Apr 1, 2022 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Castle Creek Capital Partners V, LP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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)
F3 (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.