UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. )*

Under the Securities Exchange Act of 1934

GTY Technology Holdings Inc.

(Name of Issuer)

  Class A Ordinary Shares, par value $0.0001 per share 

(Titles of Class of Securities)

G4182A102

(CUSIP Number)

December 31, 2016  

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 

(1) The securities are held directly by GTY Investors, LLC (“GTY Investors”) and indirectly by William D. Green, Joseph M. Tucci and Harry L. You, who are the managers and, individually and pursuant to trusts and limited liability companies, are among the members of GTY Investors and share voting and dispositive power over the securities held directly by GTY Investors. As a result, each of GTY Investors and Messrs. Green, Tucci and You may be deemed to have or share beneficial ownership of the securities held directly by GTY Investors. Each of GTY Investors and Messrs. Green, Tucci and You disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

(2) GTY Investors owns 13,680,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer’s Class A Ordinary Shares as described under the heading “Description of Securities – Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-213809) and have no expiration date.

(3) Excludes 8,693,334 Class A Ordinary Shares issuable upon the exercise of 8,693,334 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, becomes exercisable beginning on the later of November 1, 2017 or 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities--Warrants” in the Issuer’s registration statement on Form S-1 (File No. 333-213809).

(4) Based on 55,200,000 Class A Ordinary Shares and 13,800,000 Class B Ordinary Shares outstanding as of December 12, 2016, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on December 12, 2016.

(1) The securities are held directly by GTY Investors and indirectly by William D. Green, Joseph M. Tucci and Harry L. You, who are the managers and, individually and pursuant to trusts and limited liability companies, are among the members of GTY Investors and share voting and dispositive power over the securities held directly by GTY Investors. As a result, each of GTY Investors and Messrs. Green, Tucci and You may be deemed to have or share beneficial ownership of the securities held directly by GTY Investors. Each of GTY Investors and Messrs. Green, Tucci and You disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

(2) GTY Investors owns 13,680,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer’s Class A Ordinary Shares as described under the heading “Description of Securities – Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-213809) and have no expiration date.

(3) Excludes 8,693,334 Class A Ordinary Shares issuable upon the exercise of 8,693,334 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, becomes exercisable beginning on the later of November 1, 2017 or 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities--Warrants” in the Issuer’s registration statement on Form S-1 (File No. 333-213809).

(4) Based on 55,200,000 Class A Ordinary Shares and 13,800,000 Class B Ordinary Shares outstanding as of December 12, 2016, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on December 12, 2016.

(1) The securities are held directly by GTY Investors and indirectly by William D. Green, Joseph M. Tucci and Harry L. You, who are the managers and, individually and pursuant to trusts and limited liability companies, are among the members of GTY Investors and share voting and dispositive power over the securities held directly by GTY Investors. As a result, each of GTY Investors and Messrs. Green, Tucci and You may be deemed to have or share beneficial ownership of the securities held directly by GTY Investors. Each of GTY Investors and Messrs. Green, Tucci and You disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

(2) GTY Investors owns 13,680,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer’s Class A Ordinary Shares as described under the heading “Description of Securities – Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-213809) and have no expiration date.

(3) Excludes 8,693,334 Class A Ordinary Shares issuable upon the exercise of 8,693,334 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, becomes exercisable beginning on the later of November 1, 2017 or 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities--Warrants” in the Issuer’s registration statement on Form S-1 (File No. 333-213809).

(4) Based on 55,200,000 Class A Ordinary Shares and 13,800,000 Class B Ordinary Shares outstanding as of December 12, 2016, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on December 12, 2016.

(1) The securities are held directly by GTY Investors and indirectly by William D. Green, Joseph M. Tucci and Harry L. You, who are the managers and, individually and pursuant to trusts and limited liability companies, are among the members of GTY Investors and share voting and dispositive power over the securities held directly by GTY Investors. As a result, each of GTY Investors and Messrs. Green, Tucci and You may be deemed to have or share beneficial ownership of the securities held directly by GTY Investors. Each of GTY Investors and Messrs. Green, Tucci and You disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

(2) GTY Investors owns 13,680,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer’s Class A Ordinary Shares as described under the heading “Description of Securities – Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-213809) and have no expiration date.

(3) Excludes 8,693,334 Class A Ordinary Shares issuable upon the exercise of 8,693,334 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, becomes exercisable beginning on the later of November 1, 2017 or 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities--Warrants” in the Issuer’s registration statement on Form S-1 (File No. 333-213809).

(4) Based on 55,200,000 Class A Ordinary Shares and 13,800,000 Class B Ordinary Shares outstanding as of December 12, 2016, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on December 12, 2016.

GTY Technology Holdings Inc.

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

The principal business address of each of the Reporting Persons is as follows:

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

See responses to Item 4 on each cover page.

Class A Ordinary Shares, par value $0.0001 per share.

G4182A102

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ .

See responses to Item 9 on each cover page.

See responses to Item 11 on each cover page.

See responses to Item 5 on each cover page.

See responses to Item 6 on each cover page.

See responses to Item 7 on each cover page.

See responses to Item 8 on each cover page.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2017

Exhibit Index

Exhibit 1

JOINT FILING AGREEMENT

This joint filing agreement (this “Agreement”) is made and entered into as of this 13^th day of February 2017, by and among GTY Investors, LLC, William D. Green, Joseph M. Green and Harry L. You.

The parties to this Agreement hereby acknowledge and agree that the foregoing statement on Schedule 13G in respect of the Class A Ordinary Shares, $0.0001 par value per share, of GTY Technology Holdings Inc. is filed on behalf of each of the parties to this Agreement and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The parties to this Agreement acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. 

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.