SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Parass TJ

(Last)

(First)

(Middle)

C/O GTY TECHNOLOGY HOLDINGS INC.

800 BOYLSTON STREET, 16TH FLOOR

(Street)

BOSTON

02199

(City)

(State)

(Zip)

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)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/06/2022		M		2,459,489⁽¹⁾	A	⁽¹⁾	2,459,489	I	By Shockt Inc.⁽¹⁾
Common Stock	07/07/2022		D		2,459,489	D	⁽²⁾	0	I	By Shockt Inc.⁽¹⁾
Common Stock	07/07/2022		D		146,429	D	⁽²⁾	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Shares of 1176368 B.C. Ltd.	⁽¹⁾	07/06/2022		M			2,459,489	⁽¹⁾	⁽¹⁾	Common Stock	2,459,489	⁽¹⁾	0	I	By Shockt Inc.⁽¹⁾
Restricted Stock Units	⁽³⁾	07/07/2022		D			100,000	⁽⁴⁾	⁽⁴⁾	Common Stock	100,000	⁽⁴⁾	0	D
Restricted Stock Units	⁽³⁾	07/07/2022		D			100,000	⁽⁵⁾	⁽⁵⁾	Common Stock	100,000	⁽⁵⁾	0	D
Restricted Stock Units	⁽³⁾	07/07/2022		D			36,342	⁽⁶⁾	⁽⁶⁾	Common Stock	36,342	⁽⁶⁾	0	D
Restricted Stock Units	⁽³⁾	07/07/2022		D			60,000	⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	60,000	⁽⁷⁾⁽⁸⁾	0	D
Performance Restricted Stock Units	⁽³⁾	07/07/2022		D			60,037	⁽⁹⁾	⁽⁹⁾	Common Stock	60,037	⁽⁹⁾	0	D

Explanation of Responses:

1. On July 6, 2022, Shockt Inc., of which the Reporting Person is the controlling shareholder ("Shockt"), exchanged 2,459,489.21 Class A shares of 1176368 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) and a wholly owned subsidiary of the issuer ("Exchangeco"), for 2,459,489 shares of the issuer's common stock. The Class A shares of Exchangeco are exchangeable into shares of the issuer's common stock on a one-for-one basis at any time of the holder's choosing ("Exchangeco Shares"). The Exchangeco Shares are directly owned by Shockt. The Reporting Person has voting and investment control over the securities of owned by it. The Reporting Person disclaims beneficial ownership of securities owned by Shockt except to the extent of his pecuniary interest therein, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the Exchangeco Shares for purposes of Section 16 or for any other purpose.

2. 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").

3. Each restricted stock unit ("RSU") and each performance-based restricted stock unit ("PRSU") represented a contingent right to receive one share of the issuer's common stock.

4. These RSUs vested in installments of 75,000 and 25,000 on December 31, 2021 and February 19, 2022, respectively, but were not settled. In accordance with the merger agreement, all of these 100,000 RSUs were cancelled and converted into the right to receive the merger consideration because they were vested immediately prior to the effective time of the merger.

5. These RSUs (i) would have vested in installments of 75,000 and 25,000 on December 31, 2022 and December 31, 2023, respectively, subject to the reporting person's continuing employment with 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, (x) 75,000 of 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 and (y) with respect to the remaining 25,000 of these RSUs, which did not provide for vesting within 12 months following the effective time of the merger, 50% were cancelled and converted into the right to receive the merger consideration per underlying share and 50% were cancelled and converted into the right to receive a cash replacement award subject to the same general terms and conditions as the RSUs that such award replaced.

6. These RSUs vested on February 19, 2022 but were not settled. Pursuant to the merger agreement, these RSUs were cancelled and converted into the right to receive the merger consideration per underlying share because they were vested immediately prior to the effective time of the merger.

7. 20,000 of these RSUs vested on February 19, 2022 but were not settled. In accordance with the merger agreement, these 20,000 RSUs were cancelled and converted into the right to receive the merger consideration because they were vested immediately prior to the effective time of the merger. The remaining 40,000 of these RSUs (i) would have vested in equal installments of 20,000 on each of February 19, 2023 and February 19, 2024, subject to the reporting person's continuing employment with the issuer at such times and (ii) could have been settled in shares of the issuer's common stock or cash.

8. (Continued from Footnote 7) Pursuant to the merger agreement, (i) 20,000 of these remaining 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 and (ii) with respect to the other 20,000 of these remaining RSUs, which did not provide for vesting within 12 months following the effective time of the merger, 50% were cancelled and converted into the right to receive the merger consideration per underlying share and 50% were cancelled and converted into the right to receive a cash replacement award subject to the same general terms and conditions as the RSUs that such award replaced.

9. 20,013 of these PSRUs vested on February 19, 2022 but were not settled. The remaining 40,024 of these PRSUs (i) would have vested in equal installments of 20,012 on each of February 19, 2023 and February 19, 2024, subject to the reporting person's continuing employment with the issuer at such times and the satisfaction of certain performance criteria, and (ii) could have been settled in shares of the issuer's common stock or cash. Pursuant to the merger agreement, all of these 60,037 PRSUs were cancelled and converted into the right to receive the merger consideration per underlying share.

	/s/ Jon C. Bourne, Attorney-in-Fact	07/07/2022
	** Signature of Reporting Person	Date
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