Sec Form 4 Filing - You Harry L. @ GTY Technology Holdings Inc. - 2019-10-08

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 You Harry L. 2. Issuer Name and Ticker or Trading Symbol GTY Technology Holdings Inc. [ GTYH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 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) 10/08/2019 (Street) LAS VEGAS, NV89144 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 10/08/2019 J( 1 ) 318,979 A $ 0 ( 1 ) 318,979 D Common Stock 10/08/2019 J( 1 ) 92,873 ( 2 ) A $ 0 ( 1 ) 92,873 I ( 2 ) See footnote ( 2 )

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 Private Placement Warrants $ 11.5 ( 3 ) 10/08/2019 J( 1 ) 2,731,112 03/21/2019 02/19/2024 Common Stock 2,731,112 ( 3 ) $ 0 ( 1 ) 2,731,112 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other You Harry L. C/O GTY TECHNOLOGY HOLDINGS INC. 1180 NORTH TOWN CENTER DRIVE, SUITE 100 LAS VEGAS, NV89144 X Signatures /s/ Daniel Nussen, Attorney-in-Fact for Harry L. You 10/10/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of common stock and private placement warrants acquired by the Reporting Person and reported herein were received in a pro rata distribution by GTY Investors, LLC (the "Sponsor") to its members in connection with a liquidation of the assets of the Sponsor. As a manager of the Sponsor, the Reporting Person previously may have been deemed to be an indirect beneficial owner of the securities previously held directly by the Sponsor. ( 2 )These shares of common stock are held directly by Friends of GTY, LLC, of which the Reporting Person is the Managing Member. The Reporting Person may be deemed to have beneficial ownership of the shares held directly by Friends of GTY, LLC. The Reporting Person disclaims beneficial ownership of such shares, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose. ( 3 )Each private placement warrant is exercisable for one share of common stock of the Issuer at $11.50 per share, subject to adjustment, as described under the heading "Description of Capital Stock-Warrants-Private Placement Warrants" in the Issuer's registration statement on Form S-1 filed on Form S-3, filed with the SEC on February 27, 2019, as amended.

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