SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Flatt Corry

(Last)

(First)

(Middle)

SUITE 100

(Street)

LAS VEGAS

89144

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2019

3. Issuer Name and Ticker or Trading Symbol
GTY Technology Holdings Inc. [ GTYH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO of Bonfire

5. If Amendment, Date of Original Filed (Month/Day/Year)
11/12/2019

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	1	⁽¹⁾	D
Shares of 1176363 B.C. Ltd.⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	882,651	⁽²⁾	D
Shares of 1176363 B.C. Ltd.	⁽³⁾	⁽³⁾	Common Stock	168,324	⁽³⁾	I	By the Corry Flatt Family Trust 2013⁽³⁾

Explanation of Responses:

1. 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.

2. 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").

3. 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	02/08/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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