0001144204-19-030330.txt : 20190607 0001144204-19-030330.hdr.sgml : 20190607 20190607195303 ACCESSION NUMBER: 0001144204-19-030330 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190605 FILED AS OF DATE: 20190607 DATE AS OF CHANGE: 20190607 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37931 FILM NUMBER: 19887345 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREEN WILLIAM D CENTRAL INDEX KEY: 0001232906 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37931 FILM NUMBER: 19887346 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: TUCCI JOSEPH M CENTRAL INDEX KEY: 0001189198 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37931 FILM NUMBER: 19887347 MAIL ADDRESS: STREET 1: EMC CORPORATION STREET 2: 176 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: You Harry L. CENTRAL INDEX KEY: 0001432602 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37931 FILM NUMBER: 19887348 MAIL ADDRESS: STREET 1: EMC CORPORATION STREET 2: 176 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GTY Technology Holdings Inc. CENTRAL INDEX KEY: 0001682325 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: MA 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 4 1 tv523311_4.xml OWNERSHIP DOCUMENT X0306 4 2019-06-05 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 0 0 0 0001189198 TUCCI JOSEPH M C/O GTY TECHNOLOGY HOLDINGS INC. 1180 NORTH TOWN CENTER DRIVE, SUITE 100 LAS VEGAS NV 89144 1 0 0 0 0001432602 You Harry L. C/O GTY TECHNOLOGY HOLDINGS INC. 1180 NORTH TOWN CENTER DRIVE, SUITE 100 LAS VEGAS NV 89144 1 1 0 0 Chief Financial Officer Common Stock 2019-06-05 4 J 0 650000 7.70 D 12798821 D Common Stock 2019-06-05 4 J 0 133333 7.50 D 12665488 D The shares of common stock were sold pursuant to a waiver of certain lock-up restrictions imposed on the shares of common stock held by the Reporting Persons (the "founder shares") in connection with the Issuer's initial public offering. Such waiver was limited to the shares that were sold and the Reporting Persons' remaining founder shares continue to be subject to such lock-up restrictions. The waiver was proposed and granted by the independent members of the Issuer's board of directors in order to permit the Reporting Persons to satisfy certain contractual obligations of the Reporting Persons to certain institutional investors who invested in the Issuer, or agreed not to redeem their shares, in connection with the Issuer's initial business combination transaction, as described in Item 8.01 of the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2019. (continue with footnote 2) Pursuant to the arrangements described in footnote 1 that were approved by the Issuer's board of directors, such investors chose to require the Reporting Persons to be obligated to make certain cash payments to them rather than requiring the Reporting Persons to transfer to them a portion of their founder shares. The sale of founder shares at an average price of $7.67 per share took place following the sale by the Issuer of shares in a primary offering at $7.70 per share. Substantially all of the net proceeds from the sale of the shares were used by the Reporting Persons to satisfy the obligations described in footnote 1 and related out-of-pocket expenses. The shares of common stock are held directly by GTY Investors, LLC (the "Sponsor"). Messrs. Green, Tucci and You are the managers and, individually and pursuant to trusts and limited liability companies, are among the members of the Sponsor and share voting and dispositive power over the securities held directly by the Sponsor. As a result, each of the Sponsor and Messrs. Green, Tucci and You (collectively, the "Reporting Persons") may be deemed to have or share beneficial ownership of the shares held directly by the Sponsor. Each of the Reporting Persons disclaim beneficial ownership of such shares except to the extent of its or his pecuniary interest therein, and this Form 4 shall not be deemed an admission that the Reporting Persons are the beneficial owners of the shares for purposes of Section 16 or for any other purpose. /s/ Joel L. Rubinstein, Attorney-in-Fact for GTY Investors, LLC 2019-06-07 /s/ Joel L. Rubinstein, Attorney-in-Fact for William D. Green 2019-06-07 /s/ Joel L. Rubinstein, Attorney-in-Fact for Joseph M. Tucci 2019-06-07 /s/ Joel L. Rubinstein, Attorney-in-Fact for Harry L. You 2019-06-07