ex24-02092021_010224.htm

0001415889-21-000613.txt : 20210209 0001415889-21-000613.hdr.sgml : 20210209 20210209164039 ACCESSION NUMBER: 0001415889-21-000613 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200330 FILED AS OF DATE: 20210209 DATE AS OF CHANGE: 20210209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ross Craig CENTRAL INDEX KEY: 0001840568 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37931 FILM NUMBER: 21607099 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: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1180 NORTH TOWN CENTER DRIVE, STREET 2: SUITE 100 CITY: LAS VEGAS STATE: NV ZIP: 89144 BUSINESS PHONE: (702) 945-2700 MAIL ADDRESS: STREET 1: 1180 NORTH TOWN CENTER DRIVE, STREET 2: SUITE 100 CITY: LAS VEGAS STATE: NV ZIP: 89144 3 1 form3-02092021_010223.xml X0206 3 2020-03-30 0 0001682325 GTY Technology Holdings Inc. GTYH 0001840568 Ross Craig SUITE 100 LAS VEGAS NV 89144 false true false false CRO of GTY and CEO of Questica Shares of 1176368 B.C. Ltd. Common Stock 307436.11 I By Ross Soft Inc. Restricted Stock Units Common Stock 100000 D Total of 307,436.11 Class A shares of 1176368 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) ("Exchangeco"). Exchangeco is a wholly-owned subsidiary of the Issuer. 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 ("Exchangeco Shares"). Includes (i) 59,259 ExchangeCo. Shares distributed to Ross Soft Inc. and placed into escrow pursuant to the Share Purchase Agreement, dated September 12, 2018, by and among Questica Inc., Questica USCDN Inc., GTY Cayman, Fernbrook Homes (Hi-Tech) Limited, 1176368 B.C. Ltd. and each of the Questica Holders named therein, as amended (the "Share Purchase Agreement") and (ii) 114,843.53 ExchangeCo Shares distributed to Ross Soft Inc. pursuant to the Stock Purchase Agreement as a result of the achievement of revenue and earnings objectives in connection with the period ended December 31, 2019. The Exchangeco Shares are directly owned by Ross Soft Inc. ("RS") The Reporting Person is the controlling shareholder of RS and has voting and investment control over the securities owned by it. The Reporting Person disclaims beneficial ownership of securities owned by RS except to the extent of his pecuniary interest therein, and this Form 3 shall not be deemed an admission that the Reporting Person is the beneficial owner of the Exchangeco Shares for purposes of Section 16 or for any other purpose. 50,000 of the restricted stock units vested on October 30, 2019, the grant date. 25,000 of the restricted stock units vested on February 19, 2020. Subject to the Reporting Person remaining continuously employed with the Issuer, 25,000 of the restricted stock units will vest on February 19, 2021. The restricted stock units may be settled in shares of the Issuer's common stock or cash. This Form 3 is being filed late due to inadvertent administrative error. See Exhibit 24.1 - Power of Attorney. /s/ Jon C. Bourne, Attorney-in-Fact 2021-02-09 EX-24 2 ex24-02092021_010224.htm ex24-02092021_010224.htm

POWER OF ATTORNEY

The undersigned constitutes and appoints John Curran and Jon Bourne or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

sign any and all SEC statements of beneficial ownership of securities of GTY Technology Holdings Inc. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC.

/s/ Craig Ross_____________________________

Name:

Craig Ross

Date:

January 11, 2021