Sec Form 4/A Filing - GTY Investors, LLC @ GTY Technology Holdings Inc. - 2019-02-19

FORM 4/A 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) 02/19/2019 (Street) LAS VEGAS, NV89144 4. If Amendment, Date Original Filed (MM/DD/YY) 02/21/2019 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 02/19/2019 C( 2 ) 13,439,356 A $ 0 ( 2 ) 13,439,356 D ( 1 )

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 Class B Ordinary Shares ( 2 ) 02/19/2019 J( 3 ) 240,644 ( 2 ) ( 2 ) Class A Ordinary Shares 240,644 ( 3 ) $ 0 ( 3 ) 13,439,356 ( 2 ) D ( 1 ) Class B Ordinary Shares ( 2 ) 02/19/2019 C( 2 ) 13,439,356 ( 2 ) ( 2 ) Class A Ordinary Shares 13,439,356 ( 2 ) $ 0 ( 2 ) 0 ( 2 ) D ( 1 ) Private Placement Warrants $ 11.5 ( 4 ) 02/19/2019 S( 5 ) 500,000 ( 6 ) ( 7 ) Common Stock 500,000 ( 2 ) $ 0.5 ( 5 ) 8,193,334 ( 4 ) D ( 1 )

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 Signatures /s/ Joel L. Rubinstein, Attorney-in-Fact for GTY Investors, LLC 05/30/2019 Signature of Reporting Person Date /s/ Joel L. Rubinstein, Attorney-in-Fact for William D. Green 05/30/2019 Signature of Reporting Person Date /s/ Joel L. Rubinstein, Attorney-in-Fact for Joseph M. Tucci 05/30/2019 Signature of Reporting Person Date /s/ Joel L. Rubinstein, Attorney-in-Fact for Harry L. You 05/30/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities 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 securities held directly by the Sponsor. Each of the Reporting Persons disclaim beneficial ownership of such securities 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 securities for purposes of Section 16 or for any other purpose. ( 2 )Immediately prior to the consummation (the "Closing") of the Issuer's initial business combination on February 19, 2019 (the "business combination"), each outstanding Class B ordinary share, par value $0.0001 per share (the "Founder Shares") of GTY Technology Holdings Inc. ("GTY Cayman"), was converted into one Class A ordinary share, par value $0.0001 per share of GTY Cayman ("Class A Ordinary Shares"). Upon the consummation of the business combination, each outstanding Class A Ordinary Share was exchanged for one share of the Issuer's common stock, par value $0.0001 per share ("Issuer common stock"). ( 3 )Pursuant to the subscription agreements entered into between the Issuer, the Sponsor and certain institutional and accredited investors in connection with the business combination (the "Subscription Agreements"), immediately prior to the Closing, the Sponsor surrendered 240,644 Founder Shares to the Company for no consideration. ( 4 )Immediately prior to the Closing, each private placement warrant ("PPW") was exercisable to purchase one Class A ordinary share at $11.50 per share. Upon the Closing, each PPW became exercisable to purchase one share of Issuer common stock at $11.50 per share, subject to adjustment, as described under the heading "Description of New GTY Securities-Warrants-Private Placement Warrants" in the definitive proxy statement/prospectus filed by the Issuer with the SEC on January 31, 2019 (the "Definitive Proxy Statement/Prospectus"). ( 5 )Pursuant to the Subscription Agreements, immediately prior to the Closing, the Sponsor sold an aggregate of 500,000 PPWs in a private placement to certain institutional and accredited investors party thereto for $0.50 per PPW. ( 6 )The PPWs will become exercisable on March 21, 2019, or 30 days after the completion of the business combination, as described under the heading "Description of New GTY Securities-Warrants-Private Placement Warrants" in the Definitive Proxy Statement/Prospectus. ( 7 )The PPWs will expire on February 19, 2024, or five years after the completion of the business combination, or earlier upon redemption or liquidation, as described under the heading "Description of New GTY Securities-Warrants-Private Placement Warrants" in the Definitive Proxy Statement/Prospectus.

Remarks: This amendment to the Reporting Persons' Statement of Changes in Beneficial Ownership on Form 4/A is being filed to include the surrender of an additional 9,465 Founder Shares by the Sponsor to the Company for no consideration (see Footnote 3), which such surrender was omitted from the Form 4 filed on February 21, 2019 due to an inadvertent clerical error in the surrender process.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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