Sec Form 4 Filing - Farrell David M @ GTY Technology Holdings Inc. - 2022-03-07

Insider filing report for Changes in Beneficial Ownership
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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
Farrell David M
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)
COO OF GTY AND CEO OF SHERPA
(Last) (First) (Middle)
C/O GTY TECHNOLOGY HOLDINGS INC., 800 BOYLSTON STREET, 16TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/07/2022
(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
Common Stock 03/07/2022 M 54,000 A 463,074 D
Common Stock 03/07/2022 F( 2 ) 17,050 D $ 3.6994( 3 ) 446,024 D
Common Stock 03/08/2022 M 41,799 A 487,823 D
Common Stock 03/08/2022 F( 5 ) 12,174 D $ 3.6119( 6 ) 475,649 D
Common Stock 03/08/2022 M 15,724 A 491,373 D
Common Stock 03/08/2022 F( 8 ) 4,582 D $ 3.6101( 9 ) 486,791 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 Ex ecution 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 ) 03/07/2022 M 54,000 ( 1 ) ( 1 ) Common Stock 54,000 ( 1 ) 311,799 D
Restricted Stock Units ( 4 ) 03/08/2022 M 41,799 ( 4 ) ( 4 ) Common Stock 41,799 ( 4 ) 270,000 D
Performance Restricted Stock Units ( 7 ) 03/08/2022 M 15,724 ( 7 ) ( 7 ) Common Stock 15,724 ( 7 ) 31,698 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Farrell David M
C/O GTY TECHNOLOGY HOLDINGS INC.
800 BOYLSTON STREET, 16TH FLOOR
BOSTON, MA02199
COO OF GTY AND CEO OF SHERPA
Signatures
/s/ Jon C. Bourne, Attorney-in-Fact 03/09/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )54,000 restricted stock units vested on January 1, 2022. Common stock resulting from the vesting of these restricted stock units was issued on March 7, 2022. Restricted stock units convert into common stock on a one-for-one basis.
( 2 )17,050 shares of common stock were withheld for the payment of taxes applicable to the settlement of the restricted stock units.
( 3 )This transaction was executed in multiple trades at prices ranging from $3.59 to $3.78. 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.
( 4 )41,799 restricted stock units vested on February 19, 2022. 31,799 were granted on February 10, 2022. 10,000 were granted on April 30, 2021. Common stock resulting from the vesting of all of these restricted stock units was issued on March 8, 2022. Restricted stock units convert into common stock on a one-for-one basis.
( 5 )12,174 shares of common stock were withheld for the payment of taxes applicable to the settlement of the restricted stock units.
( 6 )This transaction was executed in multiple trades at prices ranging from $3.54 to $3.72. 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.
( 7 )15,724 performance-based restricted stock units vested on February 19, 2022. Common stock resulting from the vesting of these performance-based restricted stock units was issued on March 8, 2022. Performance-based restricted stock units convert on a one-for-one basis into common stock or the cash equivalent.
( 8 )4,582 shares of common stock were withheld for the payment of taxes applicable to the settlement of the restricted stock units.
( 9 )This transaction was executed in multiple trades at prices ranging from $3.54 to $3.72. 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.

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