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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TYLER TECHNOLOGIES INC [ TYL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/01/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/01/2022 | M | 6,000 | A | (1) | 35,580 | D | |||
| Common Stock | 03/01/2022 | F | 2,361 | D | $428.26 | 30,219 | D | |||
| Common Stock | 03/01/2022 | M | 1,120 | A | (1) | 31,339 | D | |||
| Common Stock | 03/01/2022 | F | 282 | D | $428.26 | 31,057 | D | |||
| Common Stock | 26,781 | I | See footnote (2)(2) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance-Based Restricted Stock Unit | (1) | 03/01/2022 | M | 6,000 | (3) | (3) | Common Stock | 6,000 | $0 | 0 | D | ||||
| Performance-Based Restricted Stock Unit | (1) | 03/01/2022 | M | 1,120 | (4) | (4) | Common Stock | 1,120 | $0 | 0 | D | ||||
| Performance-Based Restricted Stock Unit | (5) | 03/01/2022 | A | 3,750 | (6) | (6) | Common Stock | 3,750 | $0 | 3,750 | D | ||||
| Performance-Based Restricted Stock Unit | (5) | 03/01/2022 | A | 982 | (7) | (7) | Common Stock | 982 | $0 | 982 | D | ||||
| Explanation of Responses: |
| 1. Performance-based restricted stock units convert into common stock based upon percentage of target performance achieved. |
| 2. 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. |
| 3. On March 1, 2019, the reporting person was granted performance-based restricted stock units based upon cumulative revenue growth over a three-year period ending on December 31, 2021 and continued employment through March 1, 2022. The number of vested units settled by the issuer in issuer common stock on such date reflects actual performance equal to 120% of target performance (whereas the number of units originally reported in connection with the grant reflected assumed target performance). |
| 4. On March 1, 2021, 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, 2021 and continued employment through March 1, 2022. The number of vested units settled by the issuer in issuer common stock on such date reflects actual performance equal to 120% of target performance (whereas the number of units originally reported in connection with the grant reflected assumed target performance). |
| 5. Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock. |
| 6. Vesting is subject to the Issuer's achievement of long-term performance goals based upon cumulative recurring revenue growth over the three-year performance period ending December 31, 2024 and continued employment through March 1, 2025. 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. |
| 7. Vesting is subject to the Issuer's achievement of long-term performance goals based upon non-GAAP earning per share for the one-year performance period ending December 31, 2022 and continued employment through March 1, 2023. 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 175% of the restricted stock units awarded. |
| Randall G. Ray, attorney-in-fact | 03/03/2022 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||