0001104659-22-078058.txt : 20220707
0001104659-22-078058.hdr.sgml : 20220707
20220707163043
ACCESSION NUMBER: 0001104659-22-078058
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220707
FILED AS OF DATE: 20220707
DATE AS OF CHANGE: 20220707
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cowen Randolph L
CENTRAL INDEX KEY: 0001455052
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37931
FILM NUMBER: 221071961
MAIL ADDRESS:
STREET 1: 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: 832860149
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 800 BOYLSTON STREET
STREET 2: 16TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02199
BUSINESS PHONE: 8774653200
MAIL ADDRESS:
STREET 1: 800 BOYLSTON STREET
STREET 2: 16TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02199
4
1
tm2220615-8_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-07-07
1
0001682325
GTY Technology Holdings Inc.
GTYH
0001455052
Cowen Randolph L
C/O GTY TECHNOLOGY HOLDINGS INC.
800 BOYLSTON STREET, 16TH FLOOR
BOSTON
MA
02199
1
0
0
0
Common Stock
2022-07-07
4
D
0
68559
D
0
D
Restricted Stock Units
2022-07-07
4
D
0
17931
D
Common Stock
17931
0
D
On July 7, 2022, pursuant to the agreement and plan of merger by and among the issuer, GI Georgia Midco, Inc. ("Parent") and GI Georgia Merger Sub Inc. ("Merger Sub"), dated as of April 28, 2022 (the "merger agreement"), Merger Sub merged with and into the issuer (the "merger"), with the issuer surviving the merger as a wholly owned subsidiary of Parent. Pursuant to the merger agreement, at the effective time of the merger, the shares of the issuer's common stock converted into the right to receive $6.30 per share in cash (the "merger consideration").
Each restricted stock unit ("RSU") represented a contingent right to receive one share of the issuer's common stock.
These RSUs (i) would have vested on August 26, 2022, subject to the reporting person's continuing service as a director of the issuer at such time and (ii) could have been settled in shares of the issuer's common stock or cash. Pursuant to the merger agreement, these RSUs, which provided for vesting within 12 months following the effective time of the merger, were cancelled and converted into the right to receive the merger consideration per underlying share.
/s/ Jon C. Bourne, Attorney-in-Fact
2022-07-07