Sec Form 4 Filing - Parass TJ @ GTY Technology Holdings Inc. - 2022-02-10

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 Parass TJ 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 AND PRESIDENT (Last) (First) (Middle) C/O GTY TECHNOLOGY HOLDINGS INC., 800 BOYLSTON STREET, 16TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2022 (Street) BOSTON, MA02199 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

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 ) 02/10/2022 A 36,342 ( 1 ) ( 1 ) Common Stock 36,342 $ 0( 1 ) 296,342 D Performance Restricted Stock Units ( 2 ) 02/10/2022 D 9,963 ( 2 ) ( 2 ) Common Stock 9,963 $ 0( 2 ) 60,307 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Parass TJ C/O GTY TECHNOLOGY HOLDINGS INC. 800 BOYLSTON STREET, 16TH FLOOR BOSTON, MA02199 CEO AND PRESIDENT Signatures /s/ Jon C. Bourne, Attorney-in-Fact 02/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. If the reporting person remains employed with the issuer at such time, all the restricted stock units will vest on February 19, 2022. The restricted stock units may be settled in shares of the issuer's common stock and were granted as the reporting person's annual bonus for 2021, consistent with his waiver and consent to receive such bonus in cash, restricted stock units with a vesting period of no more than one year, or a combination of both. ( 2 )On February 10, 2022, 9,963 of the 70,000 performance-based restricted stock units granted on December 31, 2021 were forfeited because the reporting person did not achieve all performance goals for the relevant performance period. The remaining 60,037 performance-based restricted stock units will vest in substantially equal installments on February 19, 2022, February 19, 2023 and February 19, 2024 if the reporting person remains employed with the issuer at such time. The restricted stock units may be settled in shares of the issuer's common stock or cash.

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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