BATTEN JAMES R - 01 Apr 2022 Form 4 Insider Report for GUARANTY FEDERAL BANCSHARES INC

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 01 Apr 2022
Net transaction value: $0
SEC form: 4
Accepted by SEC: 05 Apr 2022, 16:15:55 UTC
Prior SEC filing: 31 Jan 2022
Next SEC filing: 20 Sep 2024
Source filing: View source filing
Reporting owner signature: /s/ James R Batten

Key filing fact

BATTEN JAMES R filed Form 4 for GUARANTY FEDERAL BANCSHARES INC on 05 Apr 2022.

Key facts

This page summarizes BATTEN JAMES R's Form 4 filing for GUARANTY FEDERAL BANCSHARES INC.
2 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 05 Apr 2022, 16:15.

Change

Previous filing in this sequence was filed on 31 Jan 2022.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

GFED transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -142
Change %: -0.54%
Price
Shares after: 26,363
Date: 01 Apr 2022
Ownership: Direct
Footnotes: F1, F2, F3, F4

GFED transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -26,363
Change %: -100%
Price
Shares after: 0
Date: 01 Apr 2022
Ownership: Direct
Footnotes: F1, F2

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

BATTEN JAMES R is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

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 (the "Surviving Entity"). At the Effective Time, each share of the Issuer's common stock ("Issuer 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 (each form of consideration, an "Election" and collectively, the "Elections"), subject to possible adjustment pursuant to (cont. in footnote 2)

Footnote F2

(cont. from footnote 1) 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.

Footnote F3

Pursuant to the Merger Agreement, immediately prior to the Effective Time, each award of restricted stock, restricted stock unit, performance stock unit, deferred stock unit or other full value stock award granted under the Issuer's 2015 Equity Plan then-outstanding, vested in accordance with the terms of the 2015 Equity Plan and applicable award agreement, based, if applicable, on the Issuer's actual performance through the Effective Time, and settled in shares of Common Stock (such shares, the "Issuer Award Shares").

Footnote F4

Pursuant to the Merger Agreement, each of the Issuer Award Shares was exchanged for mixed consideration of $6.10 in cash and 0.4702 shares of Acquiror Common Stock, based on the Available Cash and Available Shares (each as defined in the Merger Agreement) available after the Elections were set.