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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/28/2008 |
3. Issuer Name and Ticker or Trading Symbol
TYLER TECHNOLOGIES INC [ TYL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Common Stock, par value $0.01 per share | 713,600 | D(1)(2)(3) | |
Common Stock, par value $0.01 per share | 617,800 | D(1)(2)(4) | |
Common Stock, par value $0.01 per share | 59,900 | D(1)(2)(5) | |
Common Stock, par value $0.01 per share | 51,300 | D(1)(2)(6) | |
Common Stock, par value $0.01 per share | 24,100 | D(1)(2)(7) | |
Common Stock, par value $0.01 per share | 678,571 | D(1)(2)(8) | |
Common Stock, par value $0.01 per share | 71,500 | D(1)(2)(9) | |
Common Stock, par value $0.01 per share | 2,216,771 | I | See Footnotes(1)(2)(10)(11) |
Common Stock, par value $0.01 per share | 1,584,629 | I | See Footnotes(1)(2)(12) |
Common Stock, par value $0.01 per share | 3,801,400 | I | See Footnotes(1)(2)(13)(14)(15)(16) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The entities and individuals identified in the footnotes of this Form 3 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group. |
2. Since the number of reporting persons that may be listed on a Form 3 is limited, the entities and individuals listed in the footnotes of this Form 3 that are not reporting persons on this Form 3 are filing two additional Form 3s on the same date as the filing of this Form 3 as reporting persons with respect to the securities described in this Form 3 (the "Parallel Form 3s"). Although certain of the entities and individuals identified in the footnotes of this Form 3 are not reporting persons, information regarding them is included on this Form 3 for purposes of clarification and convenience only. Such information is duplicative of the information reported by them in the Parallel Form 3s. |
3. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP"). |
4. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP"). |
5. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II"). |
6. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III"). |
7. The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum"). |
8. The amount of securities shown in this row is owned directly by Farallon Capital Offshore Investors II, L.P. ("FCOI II", and together with FCP, FCIP, FCIP II, FCIP III and Tinicum, the "Farallon Funds"). |
9. The amount of securities shown in this row is owned directly by Noonday Capital Partners, L.L.C. ("NCP", and together with the Farallon Funds, the "Funds"). |
10. The amount of securities shown in this row is owned directly by the Funds. Farallon Partners, L.L.C. ("FPLLC"), as the general partner of each of the Farallon Funds and the managing member of NCP, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Funds. |
11. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Section 16 under the Securities Exchange Act of 1934, as amended (the "34 Act"), or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Farallon Funds. |
12. The amount of securities shown in this row is owned directly by discretionary accounts (the "Managed Accounts") managed by Farallon Capital Management, L.L.C. ("FCMLLC"). FCMLLC, as the registered investment adviser to the Managed Accounts, may be deemed to be a beneficial owner of the Issuer's securities held by the Managed Accounts. FCMLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 under the 34 Act or otherwise. |
13. The amount of securities shown in this row is owned directly by the Funds or the Managed Accounts. Each of Noonday G.P. (U.S.), L.L.C. ("NGPUS") and Noonday Asset Management, L.P. ("NAMLP"), as a sub-investment adviser to the Funds and the Managed Accounts, may be deemed to be a beneficial owner of the Issuer's securities held by the Funds and the Managed Accounts. As the general partner of NAMLP, Noonday Capital, L.L.C. ("NCLLC") may be deemed to be a beneficial owner of the Issuer's securities held by the Funds and the Managed Accounts. |
14. Each of David I. Cohen ("Cohen"), Andrew J. M. Spokes ("Spokes") and Saurabh K. Mittal ("Mittal", and together with Cohen and Spokes, the "Noonday Managing Members"), as a managing member of both NGPUS and NCLLC, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Funds and the Managed Accounts. |
15. NGPUS, NAMLP, NCLLC and the Noonday Managing Members hereby disclaim any beneficial ownership of any of the Issuer's securities reported herein for the purposes of Section 16 under the 34 Act or otherwise, except as to securities representing NCLLC's pro rata interest in, and interest in the profits of, NAMLP. |
16. Each of William F. Duhamel, Richard B. Fried, Monica R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes and Mark C. Wehrly (collectively, the "Managing Members") and Thomas F. Steyer (the "Senior Managing Member"), as either a managing member or a senior managing member of FPLLC and FCMLLC, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Funds and the Managed Accounts. The Managing Members and the Senior Managing Member disclaim any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Section 16 under the 34 Act or otherwise. |
Remarks: |
The February 28, 2008 trigger date for this filing reflects the date on which the Issuer filed a Form 10-K indicating a reduction in the total number of shares outstanding, resulting in the Reporting Persons' combined beneficial ownership exceeding 10%. The Reporting Persons have not effected any transactions in the securities of the Issuer from April 27, 2007 until the present. |
/s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of Noonday Asset Management, L.P., Noonday Capital, L.L.C., Noonday G.P. (U.S.), L.L.C., David I. Cohen, Saurabh K. Mittal, Thomas F. Steyer and Mark C. Wehrly | 04/08/2008 | |
. | 04/08/2008 | |
. | 04/08/2008 | |
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. | 04/08/2008 | |
** 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. | ||
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. |