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*
GTY Investors, LLC

(Last) (First) (Middle)
C/O GTY TECHNOLOGY HOLDINGS INC.
1180 NORTH TOWN CENTER DRIVE, SUITE 100

(Street)
LAS VEGAS NV 89144

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 06/05/2019 J(1)(2) 650,000 D $7.7 12,798,821 D(3)
Common Stock 06/05/2019 J(1)(2) 133,333 D $7.5 12,665,488 D(3)
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
1. Name and Address of Reporting Person*
GTY Investors, LLC

(Last) (First) (Middle)
C/O GTY TECHNOLOGY HOLDINGS INC.
1180 NORTH TOWN CENTER DRIVE, SUITE 100

(Street)
LAS VEGAS NV 89144

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GREEN WILLIAM D

(Last) (First) (Middle)
C/O GTY TECHNOLOGY HOLDINGS INC.
1180 NORTH TOWN CENTER DRIVE, SUITE 100

(Street)
LAS VEGAS NV 89144

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TUCCI JOSEPH M

(Last) (First) (Middle)
C/O GTY TECHNOLOGY HOLDINGS INC.
1180 NORTH TOWN CENTER DRIVE, SUITE 100

(Street)
LAS VEGAS NV 89144

(City) (State) (Zip)
1. Name and Address of Reporting Person*
You Harry L.

(Last) (First) (Middle)
C/O GTY TECHNOLOGY HOLDINGS INC.
1180 NORTH TOWN CENTER DRIVE, SUITE 100

(Street)
LAS VEGAS NV 89144

(City) (State) (Zip)
Explanation of Responses:
1. The shares of common stock were sold pursuant to a waiver of certain lock-up restrictions imposed on the shares of common stock held by the Reporting Persons (the "founder shares") in connection with the Issuer's initial public offering. Such waiver was limited to the shares that were sold and the Reporting Persons' remaining founder shares continue to be subject to such lock-up restrictions. The waiver was proposed and granted by the independent members of the Issuer's board of directors in order to permit the Reporting Persons to satisfy certain contractual obligations of the Reporting Persons to certain institutional investors who invested in the Issuer, or agreed not to redeem their shares, in connection with the Issuer's initial business combination transaction, as described in Item 8.01 of the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2019. (continue with footnote 2)
2. Pursuant to the arrangements described in footnote 1 that were approved by the Issuer's board of directors, such investors chose to require the Reporting Persons to be obligated to make certain cash payments to them rather than requiring the Reporting Persons to transfer to them a portion of their founder shares. The sale of founder shares at an average price of $7.67 per share took place following the sale by the Issuer of shares in a primary offering at $7.70 per share. Substantially all of the net proceeds from the sale of the shares were used by the Reporting Persons to satisfy the obligations described in footnote 1 and related out-of-pocket expenses.
3. The shares of common stock are held directly by GTY Investors, LLC (the "Sponsor"). Messrs. Green, Tucci and You are the managers and, individually and pursuant to trusts and limited liability companies, are among the members of the Sponsor and share voting and dispositive power over the securities held directly by the Sponsor. As a result, each of the Sponsor and Messrs. Green, Tucci and You (collectively, the "Reporting Persons") may be deemed to have or share beneficial ownership of the shares held directly by the Sponsor. Each of the Reporting Persons disclaim beneficial ownership of such shares except to the extent of its or his pecuniary interest therein, and this Form 4 shall not be deemed an admission that the Reporting Persons are the beneficial owners of the shares for purposes of Section 16 or for any other purpose.
/s/ Joel L. Rubinstein, Attorney-in-Fact for GTY Investors, LLC 06/07/2019
/s/ Joel L. Rubinstein, Attorney-in-Fact for William D. Green 06/07/2019
/s/ Joel L. Rubinstein, Attorney-in-Fact for Joseph M. Tucci 06/07/2019
/s/ Joel L. Rubinstein, Attorney-in-Fact for Harry L. You 06/07/2019
** 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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