SC 13G 1 v459304_sc13g.htm SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. )*

Under the Securities Exchange Act of 1934

GTY Technology Holdings Inc.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Titles of Class of Securities)

G4182A102

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G4182A102

Schedule 13G

1	NAME OF REPORTING PERSON GTY Investors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

- 0 -

SHARED VOTING POWER

13,680,000 (1)(2)(3)

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

13,680,000 (1)(2)(3)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,680,000 (1)(2)(3)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.8% (4)
12	TYPE OF REPORTING PERSON OO

(1) The securities are held directly by GTY Investors, LLC (“GTY Investors”) and indirectly by William D. Green, Joseph M. Tucci and Harry L. You, who are the managers and, individually and pursuant to trusts and limited liability companies, are among the members of GTY Investors and share voting and dispositive power over the securities held directly by GTY Investors. As a result, each of GTY Investors and Messrs. Green, Tucci and You may be deemed to have or share beneficial ownership of the securities held directly by GTY Investors. Each of GTY Investors and Messrs. Green, Tucci and You disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

(2) GTY Investors owns 13,680,000 Class B Ordinary Shares of the Issuer, which 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.

(3) Excludes 8,693,334 Class A Ordinary Shares issuable upon the exercise of 8,693,334 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, becomes exercisable beginning on the later of November 1, 2017 or 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities--Warrants” in the Issuer’s registration statement on Form S-1 (File No. 333-213809).

(4) Based on 55,200,000 Class A Ordinary Shares and 13,800,000 Class B Ordinary Shares outstanding as of December 12, 2016, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on December 12, 2016.

CUSIP No. G4182A102

Schedule 13G

1	NAME OF REPORTING PERSON William D. Green
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

- 0 -

SHARED VOTING POWER

13,680,000 (1)(2)(3)

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

13,680,000 (1)(2)(3)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,680,000 (1)(2)(3)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.8% (3)(4)
12	TYPE OF REPORTING PERSON IN

(1) The securities are held directly by GTY Investors and indirectly by William D. Green, Joseph M. Tucci and Harry L. You, who are the managers and, individually and pursuant to trusts and limited liability companies, are among the members of GTY Investors and share voting and dispositive power over the securities held directly by GTY Investors. As a result, each of GTY Investors and Messrs. Green, Tucci and You may be deemed to have or share beneficial ownership of the securities held directly by GTY Investors. Each of GTY Investors and Messrs. Green, Tucci and You disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

CUSIP No. G4182A102

Schedule 13G

1	NAME OF REPORTING PERSON Joseph M. Tucci
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

- 0 -

SHARED VOTING POWER

13,680,000 (1)(2)(3)

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

13,680,000 (1)(2)(3)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,680,000 (1)(2)(3)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.8% (4)
12	TYPE OF REPORTING PERSON IN

CUSIP No. G4182A102

Schedule 13G

1	NAME OF REPORTING PERSON Harry L. You
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

- 0 -

SHARED VOTING POWER

13,680,000 (1)(2)(3)

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

13,680,000 (1)(2)(3)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,680,000 (1)(2)(3)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.8% (4)
12	TYPE OF REPORTING PERSON IN

Item 1(a).

Name of Issuer:

GTY Technology Holdings Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

Item 2(a).

Name of Person Filing:

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

	1.	GTY Investors, LLC
	2.	William D. Green
	3.	Joseph M. Tucci
	4.	Harry L. You

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

Item 2(c).

Citizenship:

See responses to Item 4 on each cover page.

Item 2(d).

Titles of Classes of Securities:

Class A Ordinary Shares, par value $0.0001 per share.

Item 2(e).

CUSIP Number:

G4182A102

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

(a)	¨	Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

(b)	¨	Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)	¨	Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	¨	Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)	¨	Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)	¨	Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)	¨	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)	¨	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)	¨	Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)	¨	Group in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ .

Item 4.

Ownership

(a)

Amount beneficially owned:

See responses to Item 9 on each cover page.

(b)

Percent of class:

See responses to Item 11 on each cover page.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certification.

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2017

	GTY Investors, LLC

	By:	/s/ Harry L. You
	Name:	Harry L. You
	Title:	Manager


	William D. Green

	By:	/s/ William D. Green
	Name:	William D. Green


	Joseph M. Tucci

	By:	/s/ Joseph M. Tucci
	Name:	Joseph M. Tucci


	Harry L. You

	By:	/s/ Harry L. You
	Name:	Harry L. You

Exhibit Index

Exhibit No.		Description

Exhibit 1		Joint Filing Agreement, dated as of February 13, 2017, by and among GTY Investors, LLC, William D. Green, Joseph M. Tucci and Harry L. You.