SEC FORM 4

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^*

CURRAN JOHN J.

(Last)

(First)

(Middle)

C/O GTY TECHNOLOGY HOLDINGS INC.

800 BOYLSTON STREET, 16TH FLOOR

(Street)

BOSTON

02199

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GTY Technology Holdings Inc. [ GTYH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/07/2022		D		226,678	D	⁽¹⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	07/07/2022		D			70,000	⁽³⁾	⁽³⁾	Common Stock	70,000	⁽³⁾	0	D
Restricted Stock Units	⁽²⁾	07/07/2022		D			125,000	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	125,000	⁽⁴⁾⁽⁵⁾	0	D
Restricted Stock Units	⁽²⁾	07/07/2022		D			30,000	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	30,000	⁽⁶⁾⁽⁷⁾	0	D
Restricted Stock Units	⁽²⁾	07/07/2022		D			36,342	⁽⁸⁾	⁽⁸⁾	Common Stock	36,342	⁽⁸⁾	0	D
Performance Restricted Stock Units	⁽²⁾	07/07/2022		D			47,172	⁽⁹⁾	⁽⁹⁾	Common Stock	47,172	⁽⁹⁾	0	D

Explanation of Responses:

1. On July 7, 2022, pursuant to the agreement and plan of merger by and among the issuer, GI Georgia Midco, Inc. ("Parent") and GI Georgia Merger Sub Inc. ("Merger Sub"), dated as of April 28, 2022 (the "merger agreement"), Merger Sub merged with and into the issuer (the "merger"), with the issuer surviving the merger as a wholly owned subsidiary of Parent. Pursuant to the merger agreement, at the effective time of the merger, the shares of the issuer's common stock converted into the right to receive $6.30 per share in cash (the "merger consideration").

2. Each restricted stock unit ("RSU") and each performance-based restricted stock unit ("PRSU") represented a contingent right to receive one share of the issuer's common stock.

3. 23,333 of these RSU vested on December 31, 2021 but were not settled. In accordance with the merger agreement, these 23,333 RSUs were cancelled and converted into the right to receive the merger consideration because they were vested immediately prior to the effective time of the merger. The remaining 46,667 of these RSUs (i) would have vested on December 31, 2022, subject to the reporting person's continuing employment with the issuer at such times and (ii) could have been settled in shares of the issuer's common stock or cash. Pursuant to the merger agreement, these remaining 46,667 RSUs, which provided for vesting within 12 months following the effective time of the merger, were cancelled and converted into the right to receive the merger consideration per underlying share.

4. 41,667 of these RSUs vested on February 10, 2022 but were not settled. In accordance with the merger agreement, these 41,667 RSUs were cancelled and converted into the right to receive the merger consideration because they were vested immediately prior to the effective time of the merger. The remaining 83,333 of these RSUs (i) would have vested in installments of 41,667, and 41,666 on February 10, 2023 and February 10, 2024, respectively, subject to the reporting person's continuing employment with the issuer at such time and (ii) could have been settled in shares of the issuer's common stock or cash.

5. (Continued from Footnote 4) Pursuant to the merger agreement, (x) 41,667 of these remaining RSUs, which provided for vesting within 12 months following the effective time of the merger, were cancelled and converted into the right to receive the merger consideration per underlying share and (y) with respect to the other 41,666 of these remaining RSUs, which did not provide for vesting within 12 months following the effective time of the merger, 50% were cancelled and converted into the right to receive the merger consideration per underlying share and 50% were cancelled and converted into the right to receive a cash replacement award subject to the same general terms and conditions as the RSUs that such award replaced.

6. 10,000 of these RSUs vested on February 19, 2022 but were not settled. In accordance with the merger agreement, these 10,000 RSUs were cancelled and converted into the right to receive the merger consideration because they were vested immediately prior to the effective time of the merger. The remaining 20,000 of these RSUs (i) would have vested in equal installments of 10,000 on February 19, 2023 and February 19, 2024, respectively, subject to the reporting person's continuing employment with the issuer at such time and (ii) could have been settled in shares of the issuer's common stock or cash.

7. (Continued from Footnote 6) Pursuant to the merger agreement, (x) 10,000 of these remaining RSUs, which provided for vesting within 12 months following the effective time of the merger, were cancelled and converted into the right to receive the merger consideration per underlying share and (y) with respect to the other 10,000 of these remaining RSUs, which did not provide for vesting within 12 months following the effective time of the merger, 50% were cancelled and converted into the right to receive the merger consideration per underlying share and 50% were cancelled and converted into the right to receive a cash replacement award subject to the same general terms and conditions as the RSUs that such award replaced.

8. These RSUs vested on February 10, 2022 but were not settled. In accordance with the merger agreement, these RSUs were cancelled and converted into the right to receive the merger consideration because they were vested immediately prior to the effective time of the merger.

9. 18,324 of these PRSUs vested on February 19, 2022. The remaining 36,666 of these PRSUs (i) would have vested in equal installments of 18,333 on each of February 19, 2023 and February 19, 2024, subject to the reporting person's continuing employment with the issuer at such time and the satisfaction of certain performance criteria, and (ii) could have been settled in shares of the issuer's common stock or cash. Pursuant to the merger agreement, all 41,172 of these PRSUs were cancelled and converted into the right to receive the merger consideration per underlying share.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Jon C. Bourne, Attorney-in-Fact	07/07/2022
	** Signature of Reporting Person	Date
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