SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WOMBLE DUSTIN R

(Last) (First) (Middle)
5101 TENNYSON PARKWAY

(Street)
PLANO TX 75024

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TYLER TECHNOLOGIES INC [ TYL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/01/2023
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 05/29/2020 G 19,441(1) D $0 111,438 I By Trust
Common Stock 06/02/2020 S 17,957 D $380.9468(2) 93,481 I By Trust
Common Stock 08/19/2020 S 10,000(3) D $338.18(2) 83,481 I By Trust
Common Stock 11/11/2020 S 13,457(4) D $427.2551(2) 72,893 I By Trust
Common Stock 11/13/2020 G 19,114 D $0 65,238 I By Trust
Common Stock 12/10/2020 S 11,338 D $447.2372(2) 53,900 I By Trust
Common Stock 11/04/2021 S 20,000 D $543.1781(2) 41,900 I By Trust
Common Stock 12/15/2021 G 5,000 D $0 36,900 I By Trust
Common Stock 37,300(5) I By Trust
Common Stock 14,916(5) D
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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. This transaction was previously reported on a Form 4 filed by the reporting person on June 1, 2020 and is restated in this Form 4 to correct the number of shares gifted and the ownership form. The two option exercises and sales of the shares acquired from such option exercises reported on the same Form 4 are not being amended.
2. Reflects the average sales price for the reported transaction. The shares were sold in multiple transactions. The reporting person will provide the Commission, the issuer or any stockholder, upon request, full information regarding the number of shares sold at each separate price.
3. This transaction was previously reported on a Form 4 filed by the reporting person on August 21, 2020 and is restated in this Form 4 to correct the ownership form.
4. This transaction was previously reported on a Form 4 filed by the reporting person on November 12, 2020 and is restated in this Form 4 to correct the date of the sale, the number of shares sold, the average price per share and the ownership form. The two option exercises and sales of the shares acquired from such option exercises reported on the same Form 4 are not being amended.
5. All amounts reported in column 5 of this Form 4 with respect to the reported transactions reflect indirect beneficial ownership of the reporting person as of the date of the applicable transaction after giving effect to the reported transaction. The final amounts reported in column 5 of this Form 4 reflect the current indirect and direct beneficial ownership of the reporting person.
Remarks:
The Form 4 filed by the reporting person on August 1, 2023 (the "Original Form 4") was filed in error and should be disregarded in its entirety. For the avoidance of doubt, the purchase transactions identified in the Original Form 4 did not occur. This Form 4: (i) amends in its entirety the Original Form 4; (ii) reports transactions that were not previously reported by the reporting person; (iii) amends those certain transactions identified in footnotes 1, 3 and 4 of this Form 4; (iv) is deemed to amend all Form 4s filed by the reporting person beginning with the Form 4 filed by the reporting person on December 5, 2019 (the "December 19 Form 4") to reflect that certain shares of the common stock beneficially owned by the reporting person were held through a revocable grantor trust (of which the reporting person and his spouse are the sole trustees and primary beneficiaries) (the "Trust"); and (v) is deemed to amend the number of shares reported as securities beneficially owned following reported transactions in Table I of the Form 4s filed by the reporting person beginning with the Form 4 filed by the reporting person on June 1, 2020 to reflect the transactions reported and amended in this Form 4 and the transfers described in the following sentence. The reporting person formed the Trust in 2019 and subsequently transferred shares of common stock that were held by him directly to the Trust (130,879 shares prior to the December 2019 Form 4; 2,869 shares on November 9, 2020; 11,459 shares on November 13, 2020; 8,000 shares on February 23, 2021; and 400 shares on June 14, 2022), but the reporting person continued to report all common stock beneficially owned by him as held by him directly.
Randall G. Ray, attorney-in-fact 08/08/2023
** 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).
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