0001104659-22-078070.txt : 20220707 0001104659-22-078070.hdr.sgml : 20220707 20220707163344 ACCESSION NUMBER: 0001104659-22-078070 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220706 FILED AS OF DATE: 20220707 DATE AS OF CHANGE: 20220707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Salaymeh Omar CENTRAL INDEX KEY: 0001855015 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37931 FILM NUMBER: 221071996 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 tm2220615-5_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-07-06 1 0001682325 GTY Technology Holdings Inc. GTYH 0001855015 Salaymeh Omar C/O GTY TECHNOLOGY HOLDINGS INC. 800 BOYLSTON STREET, 16TH FLOOR BOSTON MA 02199 0 1 0 0 See Remarks Common Stock 2022-07-06 4 M 0 84161 A 199838 D Common Stock 2022-07-07 4 D 0 199838 D 0 D Shares of 1176363 B.C. Ltd. 2022-07-06 4 M 0 84161 D Common Stock 84161 0 D Restricted Stock Units 2022-07-07 4 D 0 17410 D Common Stock 17410 0 D Restricted Stock Units 2022-07-07 4 D 0 6667 D Common Stock 6667 0 D Restricted Stock Units 2022-07-07 4 D 0 3682 D Common Stock 3682 0 D Performance Restricted Stock Units 2022-07-07 4 D 0 7500 D Common Stock 7500 0 D Options 2.4445 2022-07-07 4 D 0 51372 D Common Stock 51372 0 D On July 6, 2022, the Reporting Person exchanged 84,161 Class A shares of 1176363 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) and a wholly owned subsidiary of the issuer ("Exchangeco"), for 84,161 shares of the issuer's common stock. The Class A shares of Exchangeco are exchangeable into shares of the issuer's common stock on a one-for-one basis at any time of the holder's choosing (the "Exchangeco Shares"). The 81,161 Exchangeco Shares were inadvertently omitted from the Reporting Person's original Form 3 and from four Forms 4 filed by the Reporting Person after his original Form 3 was filed. 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 February 19, 2023, 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 on February 19, 2024, 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, 50% of these RSUs, which did not provide 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 50% of these RSUs 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 RSUs (i) would have vested in equal installments of 1,841 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) 1,841 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 1,841 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 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. Pursuant to the merger agreement, at the effective time of the merger, each then-outstanding and unexercised stock option with an exercise price per share less than the merger consideration was automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of common stock then underlying such stock option multiplied by (ii) the excess of the merger consideration over the exercise price per share of such stock option. Chief Executive Officer of Bonfire /s/ Jon C. Bourne, Attorney-in-Fact 2022-07-07