ex24-02082021_010221.htm

0001415889-21-000567.txt : 20210208 0001415889-21-000567.hdr.sgml : 20210208 20210208163831 ACCESSION NUMBER: 0001415889-21-000567 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191031 FILED AS OF DATE: 20210208 DATE AS OF CHANGE: 20210208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flatt Corry CENTRAL INDEX KEY: 0001793652 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37931 FILM NUMBER: 21601930 MAIL ADDRESS: STREET 1: GTY TECHNOLOGY HOLDINGS INC. STREET 2: 1180 NORTH TOWN CENTER DRIVE, SUITE 100 CITY: LAS VEGAS STATE: NV ZIP: 89144 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 3/A 1 form3a-02082021_010221.xml X0206 3/A 2019-10-31 2019-11-12 0 0001682325 GTY Technology Holdings Inc. GTYH 0001793652 Flatt Corry SUITE 100 LAS VEGAS NV 89144 false true false false CEO of Bonfire Performance Restricted Stock Units Common Stock 1 D Shares of 1176363 B.C. Ltd. Common Stock 882651 D Shares of 1176363 B.C. Ltd. Common Stock 168324 I By the Corry Flatt Family Trust 2013 The performance based restricted stock unit (PRSU) represents a contingent right to receive one share of the Issuer's common stock. If certain performance criteria are met and the Reporting Person remains employed by the Issuer at such time, the PRSU will vest on February 19, 2022. The PRSU may be settled in the Issuer's common stock or cash. Total includes 763,234 shares of 1176363 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) ("Exchangeco"), owned directly by the Reporting Person. Exchangeco is a wholly-owned subsidiary of the Issuer. 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"). Total also includes 119,417 Exchangeco Shares distributed to the Reporting Person and placed into escrow pursuant to the Arrangement Agreement, dated September 12, 2018, by and among Bonfire Interactive LTD., GTY Cayman, 1176370 B.C. Unlimited Liability Company, 1176363 B.C. Ltd. and the Bonfire Holders' Representative named therein (as amended, the "Arrangement Agreement"). Refers to 145,551 Exchangeco Shares owned by The Corry Flatt Family Trust 2013 (the "Trust"). The Reporting Person is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of securities owned by the Trust except to the extent of his pecuniary interest therein, and this Form 3 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. /s/ Jon C. Bourne, Attorney-in-Fact 2021-02-08 EX-24 2 ex24-02082021_010221.htm ex24-02082021_010221.htm

POWER OF ATTORNEY

The undersigned constitutes and appoints John Curran, Jon Bourne, Justin Kerr and David Farrell, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

sign any and all SEC statements of beneficial ownership of securities of GTY Technology Holdings Inc. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC.

/s/ Corry Flatt____________________________

Name:

Corry Flatt

Date:

Feb 08, 2021