SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ross Craig

(Last)

(First)

(Middle)

SUITE 100

(Street)

LAS VEGAS

89144

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/30/2020

3. Issuer Name and Ticker or Trading Symbol
GTY Technology Holdings Inc. [ GTYH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CRO of GTY and CEO of Questica

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Shares of 1176368 B.C. Ltd.	⁽¹⁾	⁽¹⁾	Common Stock	307,436.11	⁽¹⁾	I	By Ross Soft Inc.⁽²⁾
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	100,000	⁽³⁾	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

Remarks:

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	02/09/2021
	** 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 5 (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.
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