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^*

Ross Craig

(Last)

(First)

(Middle)

SUITE 100

(Street)

LAS VEGAS

89144

(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)
	CRO OF GTY AND CEO OF QUESTICA

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2021

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	03/08/2021		M		100,000	A	⁽¹⁾	100,000	D
Common Stock	03/08/2021		F⁽²⁾		54,634	D	$7.6383	45,366	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)
Restricted Stock Units	⁽¹⁾	03/08/2021		M			100,000	⁽¹⁾	⁽¹⁾	Common Stock	100,000	⁽¹⁾	308,436.11⁽³⁾	D⁽⁴⁾

Explanation of Responses:

1. 50,000 restricted stock units vested on October 30, 2019, the grant date. 25,000 restricted stock units vested on February 19, 2020. 25,000 restricted stock vested on February 19, 2021. Common stock resulting from the vesting of all of these restricted stock units was issued on March 8, 2021. Restricted stock units convert into common stock on a one-for-one basis.

2. 54,634 shares of common stock were withheld for the payment of taxes applicable to the vesting of restricted stock units.

3. Ross Soft Inc. owns a total of 307,436.11 Class A shares of 1176368 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) ("Exchangeco"). Exchangeco is a wholly-owned subsidiary of the issuer. 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 reporting person is the controlling shareholder of Ross Soft Inc. and has voting and investment control over the securities owned by it. The reporting person disclaims beneficial ownership of securities owned by Ross Soft Inc. 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.

4. Reporting person directly owned the restricted stock units reported as disposed on this Form 4.

	/s/ Jon C. Bourne, Attorney-in-Fact	03/10/2021
	** 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 4 (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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