Sec Form 4 Filing - Duffy Michael J @ GTY Technology Holdings Inc. - 2021-03-10

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 (Last) (First) (Middle) SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 03/10/2021 (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 03/10/2021 S 20,000 D $ 7.8778 ( 1 ) 750,978 D Common Stock 03/11/2021 S 30,000 D $ 8.0814 ( 2 ) 720,978 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 Warrants $ 11.5 ( 3 ) 03/10/2021 P 20,000 ( 3 ) ( 3 ) Common Stock 20,000 $ 1.0479 ( 4 ) 270,000 D Warrants $ 11.5 ( 3 ) 03/11/2021 P 80,000 ( 3 ) ( 3 ) Common Stock 80,000 $ 1.0822 ( 5 ) 350,000 D Warrants $ 11.5 ( 3 ) 03/12/2021 P 100,000 ( 3 ) ( 3 ) Common Stock 100,000 $ 1.053 ( 6 ) 450,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Duffy Michael J SUITE 100 LAS VEGAS, NV89144 CEO OF CITYBASE Signatures /s/ Jon C. Bourne, Attorney-in-Fact 03/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed in multiple trades at prices ranging from $7.50 to $8.00. The price reported above reflects a weighted average sale price. The reporting person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or a security holder of issuer full information regarding the number of shares and prices at which the transaction was effected. ( 2 )This transaction was executed in multiple trades at prices ranging from $7.90 to $8.15. The price reported above reflects a weighted average sale price. The reporting person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or a security holder of issuer full information regarding the number of shares and prices at which the transaction was effected. ( 3 )Each warrant entitles its holder to purchase one share of common stock of the issuer at $11.50 per share, subject to adjustments. The issuer may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant upon not less than 30 days' prior written notice of redemption to each warrant holder if the reported last sale price of common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the issuer sends the notice of redemption to the warrant holders. ( 4 )This transaction was executed in multiple trades at prices ranging from $1.00 to $1.05. The price reported above reflects a weighted average purchase price. The reporting person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or a security holder of issuer full information regarding the number of shares and prices at which the transaction was effected. ( 5 )This transaction was executed in multiple trades at prices ranging from $1.00 to $1.09. The price reported above reflects a weighted average purchase price. The reporting person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or a security holder of issuer full information regarding the number of shares and prices at which the transaction was effected. ( 6 )This transaction was executed in multiple trades at prices ranging from $1.03 to $1.09. The price reported above reflects a weighted average purchase price. The reporting person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

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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