0001240085-24-000011.txt : 20240305
0001240085-24-000011.hdr.sgml : 20240305
20240305123754
ACCESSION NUMBER: 0001240085-24-000011
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240301
FILED AS OF DATE: 20240305
DATE AS OF CHANGE: 20240305
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MILLER BRIAN K
CENTRAL INDEX KEY: 0001086072
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10485
FILM NUMBER: 24719238
MAIL ADDRESS:
STREET 1: 5101 TENNYSON PARKWAY
CITY: PLANO
STATE: TX
ZIP: 75024
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TYLER TECHNOLOGIES INC
CENTRAL INDEX KEY: 0000860731
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 752303920
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5101 TENNYSON PKWY
CITY: PLANO
STATE: TX
ZIP: 75024
BUSINESS PHONE: 9727133700
MAIL ADDRESS:
STREET 1: 5101 TENNYSON PKWY
CITY: PLANO
STATE: TX
ZIP: 75024
FORMER COMPANY:
FORMER CONFORMED NAME: TYLER CORP /NEW/
DATE OF NAME CHANGE: 19930328
FORMER COMPANY:
FORMER CONFORMED NAME: TYLER THREE INC
DATE OF NAME CHANGE: 19600201
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0508
4
2024-03-01
0
0000860731
TYLER TECHNOLOGIES INC
TYL
0001086072
MILLER BRIAN K
5101 TENNYSON PARKWAY
PLANO
TX
75024
0
1
0
0
Executive VP and CFO
0
Common Stock
2024-03-01
4
M
0
4999
A
19608.7855
D
Common Stock
2024-03-01
4
F
0
1967.107
437.14
D
17641.6785
D
Common Stock
2024-03-01
4
M
0
1215
A
18856.6785
D
Common Stock
2024-03-01
4
F
0
477.9293
437.14
D
18378.7492
D
Common Stock
2024-03-01
4
M
0
463
A
18841.7492
D
Common Stock
2024-03-01
4
F
0
182.191
437.14
D
18659.5582
D
Common Stock
26781
I
See footnote (3)
Performance-Based Restricted Stock Unit
2024-03-01
4
M
0
4999
0
A
Common Stock
4999
0
D
Performance-Based Restricted Stock Unit
2024-03-01
4
M
0
1215
0
A
Common Stock
1215
0
D
Restricted Stock Unit
2024-03-01
4
M
0
463
0
A
Common Stock
463
927
D
Performance-Based Restricted Stock Unit
2024-03-01
4
A
0
3402
0
A
Common Stock
3402
3402
D
Performance-Based Restricted Stock Unit
2024-03-01
4
A
0
3402
0
A
Common Stock
3402
3402
D
Performance-Based Restricted Stock Unit
2024-03-01
4
A
0
963
0
A
Common Stock
963
963
D
Restricted Stock Unit
2024-03-01
4
A
0
1134
0
A
Common Stock
1134
1134
D
Performance-based restricted stock units convert into common stock on a one-to-one basis.
Restricted stock units convert into common stock on a one-to-one basis.
Includes shares owned indirectly by the reporting person as follows: (a) 17,455 shares owned indirectly, which are owned by a family trust for which the reporting person's spouse is the beneficiary and trustee; (b) 4,583 shares owned indirectly, which are owned by a family trust for which one of the reporting person's children is a beneficiary and the reporting person is the trustee; and (c) 4,743 shares owned indirectly, which are owned by a family trust for which one of the reporting person's children is a beneficiary and the reporting person is the trustee.
On March 1, 2021, the reporting person was granted performance-based restricted stock units based upon cumulative recurring revenue growth over a three-year period ending on December 31, 2023 and continued employment through March 1, 2024. The number of vested units settled by the issuer in issuer common stock on such date reflects actual performance equal to 150% of target performance (whereas the number of units originally reported in connection with the grant reflected assumed target performance).
On March 1, 2023, the reporting person was granted performance-based restricted stock units based upon non-GAAP earnings per share for the one-year period ending December 31, 2023 and continued employment through March 1, 2024. The number of vested units settled by the issuer in issuer common stock on such date reflects actual performance equal to 125% of target performance (whereas the number of units originally reported in connection with the grant reflected assumed target performance).
On March 1, 2023, the reporting person was granted 1,390 restricted stock units, to vest in equal installments on each of the first, second, and third anniversaries of the date of grant, and settled by the issuer on the respective anniversary dates, subject to the terms and conditions of the Issuer's 2018 Stock Incentive Plan.
Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.
Vesting is subject to the issuer's achievement of long-term performance goals based upon cumulative non-GAAP adjusted recurring revenue growth over the three-year performance period ending December 31, 2026 and continued employment through March 1, 2027. The number of vested restricted stock units will be settled by the issuer in issuer common stock on such date. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 150% of the restricted stock units awarded.
Vesting is subject to the issuer's achievement of long-term performance goals based upon non-GAAP net operating margin for the year ending December 31, 2026 and continued employment through March 1, 2027. The number of vested restricted stock units will be settled by the issuer in issuer common stock on such date. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 150% of the restricted stock units awarded.
Vesting is subject to the issuer's achievement of short-term performance goals based upon non-GAAP earnings per share for the one-year performance period ending December 31, 2024. The number of vested restricted stock units will be settled by the issuer in issuer common stock on March 1, 2025. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 150% of the restricted stock units awarded.
Each restricted stock unit represents a contingent right to receive one share of issuer common stock.
The restricted stock units vest in equal installments on each of the first, second, and third anniversaries of the date of grant and will be settled by the issuer on such dates, subject to the terms and conditions of the issuer's 2018 Stock Incentive Plan.
Randall G. Ray, attorney-in-fact
2024-03-05