SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Ross Craig

(Last) (First) (Middle)


(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 10% Owner
X Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 03/08/2021 M 100,000 A (1) 100,000 D
Common Stock 03/08/2021 F(2) 54,634 D $7.6383 45,366 D
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
Restricted Stock Units (1) 03/08/2021 M 100,000 (1) (1) Common Stock 100,000 (1) 308,436.11(3) D(4)
Explanation of Responses:
1. 50,000 restricted stock units vested on October 30, 2019, the grant date. 25,000 restricted stock units vested on February 19, 2020. 25,000 restricted stock vested on February 19, 2021. Common stock resulting from the vesting of all of these restricted stock units was issued on March 8, 2021. Restricted stock units convert into common stock on a one-for-one basis.
2. 54,634 shares of common stock were withheld for the payment of taxes applicable to the vesting of restricted stock units.
3. Ross Soft Inc. owns a 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"). The reporting person is the controlling shareholder of Ross Soft Inc. and has voting and investment control over the securities owned by it. The reporting person disclaims beneficial ownership of securities owned by Ross Soft Inc. except to the extent of his pecuniary interest therein, and this Form 4 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.
4. Reporting person directly owned the restricted stock units reported as disposed on this Form 4.
/s/ Jon C. Bourne, Attorney-in-Fact 03/10/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.