SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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^*

Farrell David M

(Last)

(First)

(Middle)

C/O GTY TECHNOLOGY HOLDINGS INC.

800 BOYLSTON STREET, 16TH FLOOR

(Street)

BOSTON

02199

(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)
	COO OF GTY AND CEO OF SHERPA

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/07/2022		M		54,000	A	⁽¹⁾	463,074	D
Common Stock	03/07/2022		F⁽²⁾		17,050	D	$3.6994⁽³⁾	446,024	D
Common Stock	03/08/2022		M		41,799	A	⁽⁴⁾	487,823	D
Common Stock	03/08/2022		F⁽⁵⁾		12,174	D	$3.6119⁽⁶⁾	475,649	D
Common Stock	03/08/2022		M		15,724	A	⁽⁷⁾	491,373	D
Common Stock	03/08/2022		F⁽⁸⁾		4,582	D	$3.6101⁽⁹⁾	486,791	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/07/2022		M			54,000	⁽¹⁾	⁽¹⁾	Common Stock	54,000	⁽¹⁾	311,799	D
Restricted Stock Units	⁽⁴⁾	03/08/2022		M			41,799	⁽⁴⁾	⁽⁴⁾	Common Stock	41,799	⁽⁴⁾	270,000	D
Performance Restricted Stock Units	⁽⁷⁾	03/08/2022		M			15,724	⁽⁷⁾	⁽⁷⁾	Common Stock	15,724	⁽⁷⁾	31,698	D

Explanation of Responses:

1. 54,000 restricted stock units vested on January 1, 2022. Common stock resulting from the vesting of these restricted stock units was issued on March 7, 2022. Restricted stock units convert into common stock on a one-for-one basis.

2. 17,050 shares of common stock were withheld for the payment of taxes applicable to the settlement of the restricted stock units.

3. This transaction was executed in multiple trades at prices ranging from $3.59 to $3.78. The price reported above reflects a weighted average sale price. The reporting person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or a security holder of issuer full information regarding the number of shares and prices at which the transaction was effected.

4. 41,799 restricted stock units vested on February 19, 2022. 31,799 were granted on February 10, 2022. 10,000 were granted on April 30, 2021. Common stock resulting from the vesting of all of these restricted stock units was issued on March 8, 2022. Restricted stock units convert into common stock on a one-for-one basis.

5. 12,174 shares of common stock were withheld for the payment of taxes applicable to the settlement of the restricted stock units.

6. This transaction was executed in multiple trades at prices ranging from $3.54 to $3.72. The price reported above reflects a weighted average sale price. The reporting person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or a security holder of issuer full information regarding the number of shares and prices at which the transaction was effected.

7. 15,724 performance-based restricted stock units vested on February 19, 2022. Common stock resulting from the vesting of these performance-based restricted stock units was issued on March 8, 2022. Performance-based restricted stock units convert on a one-for-one basis into common stock or the cash equivalent.

8. 4,582 shares of common stock were withheld for the payment of taxes applicable to the settlement of the restricted stock units.

9. This transaction was executed in multiple trades at prices ranging from $3.54 to $3.72. The price reported above reflects a weighted average sale price. The reporting person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or a security holder of issuer full information regarding the number of shares and prices at which the transaction was effected.

	/s/ Jon C. Bourne, Attorney-in-Fact	03/09/2022
	** 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).
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