0001144204-16-129982.txt : 20161027 0001144204-16-129982.hdr.sgml : 20161027 20161027200207 ACCESSION NUMBER: 0001144204-16-129982 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20161026 FILED AS OF DATE: 20161027 DATE AS OF CHANGE: 20161027 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GTY Technology Holdings Inc. CENTRAL INDEX KEY: 0001682325 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1180 NORTH TOWN CENTER DRIVE, STREET 2: SUITE 100 CITY: LAS VEGAS STATE: NV ZIP: 89144 BUSINESS PHONE: (702) 945-2700 MAIL ADDRESS: STREET 1: 1180 NORTH TOWN CENTER DRIVE, STREET 2: SUITE 100 CITY: LAS VEGAS STATE: NV ZIP: 89144 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: You Harry L. CENTRAL INDEX KEY: 0001432602 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37931 FILM NUMBER: 161956717 MAIL ADDRESS: STREET 1: EMC CORPORATION STREET 2: 176 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TUCCI JOSEPH M CENTRAL INDEX KEY: 0001189198 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37931 FILM NUMBER: 161956718 MAIL ADDRESS: STREET 1: EMC CORPORATION STREET 2: 176 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREEN WILLIAM D CENTRAL INDEX KEY: 0001232906 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37931 FILM NUMBER: 161956719 MAIL ADDRESS: STREET 1: C/O ACCENTURE STREET 2: 161 N CLARK STREET CITY: CHICAGO STATE: IL ZIP: 60601 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTY Investors, LLC CENTRAL INDEX KEY: 0001682342 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37931 FILM NUMBER: 161956720 BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: (212) 294-6700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 3 1 v451179_3.xml FORM 3 X0206 3 2016-10-26 0 0001682325 GTY Technology Holdings Inc. GTYH 0001682342 GTY Investors, LLC C/O GTY TECHNOLOGY HOLDINGS INC. 1180 NORTH TOWN CENTER DRIVE, SUITE 100 LAS VEGAS NV 89144 0 0 1 0 0001232906 GREEN WILLIAM D C/O GTY TECHNOLOGY HOLDINGS INC. 1180 NORTH TOWN CENTER DRIVE, SUITE 100 LAS VEGAS NV 89144 1 1 1 0 Co-CEO and Co-Chairman 0001189198 TUCCI JOSEPH M C/O GTY TECHNOLOGY HOLDINGS INC. 1180 NORTH TOWN CENTER DRIVE, SUITE 100 LAS VEGAS NV 89144 1 1 1 0 Co-CEO and Co-Chairman 0001432602 You Harry L. C/O GTY TECHNOLOGY HOLDINGS INC. 1180 NORTH TOWN CENTER DRIVE, SUITE 100 LAS VEGAS NV 89144 1 1 1 0 President and CFO Class B Ordinary Shares Class A Ordinary Shares 11400000 D The Class B Ordinary Shares are convertible for the Issuer's Class A Ordinary Shares as described under the heading "Description of Securities - Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-213809) and have no expiration date. Includes 1,500,000 Class B Ordinary Shares that are subject to forfeiture depending on the extent to which the underwriters in the Issuer's initial public offering do not exercise their over-allotment option. The securities are held directly by GTY Investors, LLC. Messrs. Green, Tucci and You are the managers and, individually and pursuant to trusts and limited liability companies, are among the members of GTY Investors, LLC and share voting and dispositive power over the securities held directly by GTY Investors, LLC. As a result, each of GTY Investors, LLC and Messrs. Green, Tucci and You (collectively, the "Reporting Persons") may be deemed to have or share beneficial ownership of the securities held directly by GTY Investors, LLC. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, and this Report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 or for any other purpose. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibit 24.1 - Power of Attorney, Exhibit 24.2 - Power of Attorney, Exhibit 24.3 - Power of Attorney, Exhibit 24.4 - Power of Attorney. /s/ Joel L. Rubinstein, Attorney-in-Fact for GTY Investors, LLC 2016-10-27 /s/ Joel L. Rubinstein, Attorney-in-Fact for William D. Green 2016-10-27 /s/ Joel L. Rubinstein, Attorney-in-Fact for Joseph M. Tucci 2016-10-27 /s/ Joel L. Rubinstein, Attorney-in-Fact for Harry L. You 2016-10-27 EX-24.1 2 v451179_ex24-1.htm POWER OF ATTORNEY

 

Exhibit 24.1

 

POWER OF ATTORNEY

 

 

The undersigned constitutes and appoints Joel Rubinstein, Daniel Nussen and Kyle Lennox, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1.                  prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2.                  sign any and all SEC statements of beneficial ownership of securities of GTY Technology Holdings Inc. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

Dated: August 15, 2016    
  GTY INVESTORS, LLC  
     
     
  /s/ William D. Green  
  By: William D. Green  
  Title: Member  

  

 

 

 EX-24.2 3 v451179_ex24-2.htm POWER OF ATTORNEY

 

Exhibit 24.2

 

POWER OF ATTORNEY

 

 

The undersigned constitutes and appoints Joel Rubinstein, Daniel Nussen and Kyle Lennox, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1.                  prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2.                  sign any and all SEC statements of beneficial ownership of securities of GTY Technology Holdings Inc. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

Dated: October 26, 2016    
     
  /s/ William D. Green  
  William D. Green  

 

 

 

 EX-24.3 4 v451179_ex24-3.htm POWER OF ATTORNEY

 

Exhibit 24.3

 

POWER OF ATTORNEY

 

 

The undersigned constitutes and appoints Joel Rubinstein, Daniel Nussen and Kyle Lennox, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1.                  prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2.                  sign any and all SEC statements of beneficial ownership of securities of GTY Technology Holdings Inc. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

Dated: October 26, 2016    
     
  /s/ Joseph M. Tucci  
  Joseph M. Tucci  

 

 

 EX-24.4 5 v451179_ex24-4.htm POWER OF ATTORNEY

 

Exhibit 24.4

 

POWER OF ATTORNEY

 

 

The undersigned constitutes and appoints Joel Rubinstein, Daniel Nussen and Kyle Lennox, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1.                  prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2.                  sign any and all SEC statements of beneficial ownership of securities of GTY Technology Holdings Inc. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

Dated: October 26, 2016    
     
  /s/ Harry L. You  
  Harry L. You  

 

 

 

 EX-99.1 6 v451179_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Joint Filer Information

 

Name of Joint Filer: GTY Investors, LLC
   
Address of Joint Filer: c/o GTY Technology Holdings Inc.
  1180 North Town Center Drive, Suite 100
  Las Vegas, NV 89144
   
Relationship of Joint Filer to Issuer: 10% Owner
   
Issuer Name and Ticker or Trading Symbol: GTY Technology Holdings Inc. [GTYH]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/26/2016
   
Designated Filer: GTY Investors, LLC
   
   
Name of Joint Filer: William D. Green
   
Address of Joint Filer: c/o GTY Technology Holdings Inc.
  1180 North Town Center Drive, Suite 100
  Las Vegas, NV 89144
   
Relationship of Joint Filer to Issuer: Director; 10% Owner; Officer (Co-Chief Executive Officer and Co-Chairman)
   
Issuer Name and Ticker or Trading Symbol: GTY Technology Holdings Inc. [GTYH]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/26/2016
   
Designated Filer: GTY Investors, LLC
   
   
Name of Joint Filer: Joseph M. Tucci
   
Address of Joint Filer: c/o GTY Technology Holdings Inc.
  1180 North Town Center Drive, Suite 100
  Las Vegas, NV 89144
   
Relationship of Joint Filer to Issuer: Director; 10% Owner; Officer (Co-Chief Executive Officer and Co-Chairman)
   
Issuer Name and Ticker or Trading Symbol: GTY Technology Holdings Inc. [GTYH]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/26/2016
   
Designated Filer: GTY Investors, LLC
   
   
Name of Joint Filer: Harry L. You
   
Address of Joint Filer: c/o GTY Technology Holdings Inc.
  1180 North Town Center Drive, Suite 100
  Las Vegas, NV 89144
   
Relationship of Joint Filer to Issuer: Director; 10% Owner; Officer (President and Chief Financial Officer)
   
Issuer Name and Ticker or Trading Symbol: GTY Technology Holdings Inc. [GTYH]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 10/26/2016
   
Designated Filer: GTY Investors, LLC