0001104659-22-078062.txt : 20220707
0001104659-22-078062.hdr.sgml : 20220707
20220707163125
ACCESSION NUMBER: 0001104659-22-078062
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220707
FILED AS OF DATE: 20220707
DATE AS OF CHANGE: 20220707
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Farrell David M
CENTRAL INDEX KEY: 0001793761
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37931
FILM NUMBER: 221071974
MAIL ADDRESS:
STREET 1: GTY TECHNOLOGY HOLDINGS INC.
STREET 2: 1180 NORTH TOWN CENTER DRIVE, SUITE 100
CITY: LAS VEGAS
STATE: NV
ZIP: 89144
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GTY Technology Holdings Inc.
CENTRAL INDEX KEY: 0001682325
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 832860149
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 800 BOYLSTON STREET
STREET 2: 16TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02199
BUSINESS PHONE: 8774653200
MAIL ADDRESS:
STREET 1: 800 BOYLSTON STREET
STREET 2: 16TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02199
4
1
tm2220615-10_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-07-07
1
0001682325
GTY Technology Holdings Inc.
GTYH
0001793761
Farrell David M
C/O GTY TECHNOLOGY HOLDINGS INC.
800 BOYLSTON STREET, 16TH FLOOR
BOSTON
MA
02199
0
1
0
0
COO of GTY and CEO of Sherpa
Common Stock
2022-07-07
4
D
0
646859
D
0
D
Restricted Stock Units
2022-07-07
4
D
0
20000
D
Common Stock
20000
0
D
Performance Restricted Stock Units
2022-07-07
4
D
0
31448
D
Common Stock
31448
0
D
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").
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.
These RSUs (i) would have vested in equal installments of 10,000 on each of February 19, 2023 and February 19, 2024, 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, (x) 10,000 of these 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 remaining 10,000 of these 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.
These PRSUs (i) would have vested in equal installments of 15,724 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, these PRSUs were cancelled and converted into the right to receive the merger consideration per underlying share.
/s/ Jon C. Bourne, Attorney-in-Fact
2022-07-07