Sec Form 4 Filing - GTY Investors, LLC @ GTY Technology Holdings Inc. - 2019-06-05

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 GTY Investors, LLC 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GTY TECHNOLOGY HOLDINGS INC., 1180 NORTH TOWN CENTER DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 06/05/2019 (Street) LAS VEGAS, NV89144 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 06/05/2019 J( 1 )( 2 ) 650,000 D $ 7.7 12,798,821 D ( 3 ) Common Stock 06/05/2019 J( 1 )( 2 ) 133,333 D $ 7.5 12,665,488 D ( 3 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GTY Investors, LLC C/O GTY TECHNOLOGY HOLDINGS INC. 1180 NORTH TOWN CENTER DRIVE, SUITE 100 LAS VEGAS, NV89144 X GREEN WILLIAM D C/O GTY TECHNOLOGY HOLDINGS INC. 1180 NORTH TOWN CENTER DRIVE, SUITE 100 LAS VEGAS, NV89144 X TUCCI JOSEPH M C/O GTY TECHNOLOGY HOLDINGS INC. 1180 NORTH TOWN CENTER DRIVE, SUITE 100 LAS VEGAS, NV89144 X You Harry L. C/O GTY TECHNOLOGY HOLDINGS INC. 1180 NORTH TOWN CENTER DRIVE, SUITE 100 LAS VEGAS, NV89144 X Chief Financial Officer Signatures /s/ Joel L. Rubinstein, Attorney-in-Fact for GTY Investors, LLC 06/07/2019 Signature of Reporting Person Date /s/ Joel L. Rubinstein, Attorney-in-Fact for William D. Green 06/07/2019 Signature of Reporting Person Date /s/ Joel L. Rubinstein, Attorney-in-Fact for Joseph M. Tucci 06/07/2019 Signature of Reporting Person Date /s/ Joel L. Rubinstein, Attorney-in-Fact for Harry L. You 06/07/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of common stock were sold pursuant to a waiver of certain lock-up restrictions imposed on the shares of common stock held by the Reporting Persons (the "founder shares") in connection with the Issuer's initial public offering. Such waiver was limited to the shares that were sold and the Reporting Persons' remaining founder shares continue to be subject to such lock-up restrictions. The waiver was proposed and granted by the independent members of the Issuer's board of directors in order to permit the Reporting Persons to satisfy certain contractual obligations of the Reporting Persons to certain institutional investors who invested in the Issuer, or agreed not to redeem their shares, in connection with the Issuer's initial business combination transaction, as described in Item 8.01 of the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2019. (continue with footnote 2) ( 2 )Pursuant to the arrangements described in footnote 1 that were approved by the Issuer's board of directors, such investors chose to require the Reporting Persons to be obligated to make certain cash payments to them rather than requiring the Reporting Persons to transfer to them a portion of their founder shares. The sale of founder shares at an average price of $7.67 per share took place following the sale by the Issuer of shares in a primary offering at $7.70 per share. Substantially all of the net proceeds from the sale of the shares were used by the Reporting Persons to satisfy the obligations described in footnote 1 and related out-of-pocket expenses. ( 3 )The shares of common stock are held directly by GTY Investors, LLC (the "Sponsor"). Messrs. Green, Tucci and You are the managers and, individually and pursuant to trusts and limited liability companies, are among the members of the Sponsor and share voting and dispositive power over the securities held directly by the Sponsor. As a result, each of the Sponsor and Messrs. Green, Tucci and You (collectively, the "Reporting Persons") may be deemed to have or share beneficial ownership of the shares held directly by the Sponsor. Each of the Reporting Persons disclaim beneficial ownership of such shares except to the extent of its or his pecuniary interest therein, and this Form 4 shall not be deemed an admission that the Reporting Persons are the beneficial owners of the shares for purposes of Section 16 or for any other purpose.

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).

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