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