Sec Form 4 Filing - Duffy Michael J @ GTY Technology Holdings Inc. - 2022-07-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Duffy Michael J 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) CEO of CityBase, Inc. (Last) (First) (Middle) C/O GTY TECHNOLOGY HOLDINGS INC., 800 BOYLSTON STREET, 16TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/07/2022 (Street) BOSTON, MA02199 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/07/2022 D 704,303 D 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 2 ) 07/07/2022 D 75,000 ( 3 ) ( 3 ) Common Stock 75,000 ( 3 ) 0 D Restricted Stock Units ( 2 ) 07/07/2022 D 170,000 ( 4 ) ( 4 ) Common Stock 170,000 ( 4 ) 0 D Warrants ( 5 ) 07/08/2022 D 200,000 ( 6 ) ( 6 ) Common Stock 200,000 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Duffy Michael J C/O GTY TECHNOLOGY HOLDINGS INC. 800 BOYLSTON STREET, 16TH FLOOR BOSTON, MA02199 CEO of CityBase, Inc. Signatures /s/ Jon C. Bourne, Attorney-in-Fact 07/11/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 7, 2022, pursuant to the agreement and plan of merger by and among the issuer, GI Georgia Midco, Inc. ("Parent") and GI Georgia Merger Sub Inc. ("Merger Sub"), dated as of April 28, 2022 (the "merger agreement"), Merger Sub merged with and into the issuer (the "merger"), with the issuer surviving the merger as a wholly owned subsidiary of Parent. Pursuant to the merger agreement, at the effective time of the merger, the shares of the issuer's common stock converted into the right to receive $6.30 per share in cash (the "merger consideration"). ( 2 )Each restricted stock unit ("RSU") represented a contingent right to receive one share of the issuer's common stock. ( 3 )These RSUs (i) would have vested on February 19, 2023, subject to the reporting person's continuing employment with the issuer at such time and (ii) could have been settled in shares of the issuer's common stock or cash. Pursuant to the merger agreement, these RSUs, which provided for vesting within 12 months following the effective time of the merger, were cancelled and converted into the right to receive the merger consideration per underlying share. ( 4 )These RSUs (i) would have vested on February 19, 2023, subject to the reporting person's continuing employment with the issuer at such time and (ii) could have been settled in shares of the issuer's common stock or cash. Pursuant to the merger agreement, these RSUs, which provided for vesting within 12 months following the effective time of the merger, were cancelled and converted into the right to receive the merger consideration per underlying share. ( 5 )Each warrant entitled the holder to purchase one share of common stock of the issuer at $11.50 per share, subject to adjustments. ( 6 )Pursuant to the merger agreement, these warrants, which were unexercised and outstanding immediately prior to the effective time of the merger, ceased to represent warrants to purchase shares of common stock of the issuer and instead represented a right by the holder upon any subsequent exercise to receive the merger consideration per underlying share, provided that a holder of a warrant who properly exercised a warrant within 30 days following the closing of the merger instead was entitled to receive the Black-Scholes value of such warrant, which was $0.71 per warrant in cash for these warrants. The reporting person properly exercised these warrants on July 8, 2022.

Remarks: See Exhibit 24.1 - Power of Attorney

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