0001104659-22-078069.txt : 20220707 0001104659-22-078069.hdr.sgml : 20220707 20220707163322 ACCESSION NUMBER: 0001104659-22-078069 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: Ross Craig CENTRAL INDEX KEY: 0001840568 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37931 FILM NUMBER: 221071995 MAIL ADDRESS: STREET 1: C/O 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 tm2220615-4_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-07-07 1 0001682325 GTY Technology Holdings Inc. GTYH 0001840568 Ross Craig C/O GTY TECHNOLOGY HOLDINGS INC. 800 BOYLSTON STREET, 16TH FLOOR BOSTON MA 02199 0 1 0 0 See Remarks Common Stock 2022-07-07 4 D 0 265618 D 0 D Restricted Stock Units 2022-07-07 4 D 0 5000 D Common Stock 5000 0 D Restricted Stock Units 2022-07-07 4 D 0 10667 D Common Stock 10667 0 D Performance Restricted Stock Units 2022-07-07 4 D 0 8334 D Common Stock 8334 0 D Performance Restricted Stock Units 2022-07-07 4 D 0 10000 D Common Stock 10000 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 on December 31, 2022, 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. Pursuant to the merger agreement, 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. These RSUs (i) would have vested in installments of 5,334 and 5,333 on February 19, 2023 and February 19, 2024, respectively, 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) 5,334 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 5,333 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 4,167 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 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. These PRSUs (i) would have vested on 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. Chief Executive Officer of Questica and eCivis /s/ Jon C. Bourne, Attorney-in-Fact 2022-07-07