Sec Form 4 Filing - Ross Craig @ GTY Technology Holdings Inc. - 2021-03-08

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 Ross Craig 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) CRO OF GTY AND CEO OF QUESTICA (Last) (First) (Middle) SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2021 (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 03/08/2021 M 100,000 A 100,000 D Common Stock 03/08/2021 F( 2 ) 54,634 D $ 7.6383 45,366 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 ( 1 ) 03/08/2021 M 100,000 ( 1 ) ( 1 ) Common Stock 100,000 ( 1 ) 308,436.11 ( 3 ) D ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ross Craig SUITE 100 LAS VEGAS, NV89144 CRO OF GTY AND CEO OF QUESTICA Signatures /s/ Jon C. Bourne, Attorney-in-Fact 03/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )50,000 restricted stock units vested on October 30, 2019, the grant date. 25,000 restricted stock units vested on February 19, 2020. 25,000 restricted stock vested on February 19, 2021. Common stock resulting from the vesting of all of these restricted stock units was issued on March 8, 2021. Restricted stock units convert into common stock on a one-for-one basis. ( 2 )54,634 shares of common stock were withheld for the payment of taxes applicable to the vesting of restricted stock units. ( 3 )Ross Soft Inc. owns a total of 307,436.11 Class A shares of 1176368 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) ("Exchangeco"). Exchangeco is a wholly-owned subsidiary of the issuer. Class A shares of Exchangeco are exchangeable into shares of the issuer's common stock on a one-for-one basis at any time of the holder's choosing ("Exchangeco Shares"). The reporting person is the controlling shareholder of Ross Soft Inc. and has voting and investment control over the securities owned by it. The reporting person disclaims beneficial ownership of securities owned by Ross Soft Inc. except to the extent of his pecuniary interest therein, and this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of the Exchangeco Shares for purposes of Section 16 or for any other purpose. ( 4 )Reporting person directly owned the restricted stock units reported as disposed on this Form 4.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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