Green William D Form 4/A GTY Technology / Harry L. You ownership change

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^*

GTY Investors, LLC

(Last) (First) (Middle)

C/O GTY TECHNOLOGY HOLDINGS INC.

1180 NORTH TOWN CENTER DRIVE, SUITE 100

(Street)

LAS VEGAS NV 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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/21/2019

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/19/2019		C(2)		13,439,356	A	$0(2)	13,439,356	D(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(2)	02/19/2019		J(3)			240,644	(2)	(2)	Class A Ordinary Shares	240,644(3)	$0(3)	13,439,356(2)	D(1)
Class B Ordinary Shares	(2)	02/19/2019		C(2)			13,439,356	(2)	(2)	Class A Ordinary Shares	13,439,356(2)	$0(2)	0(2)	D(1)
Private Placement Warrants	$11.5(4)	02/19/2019		S(5)			500,000	(6)	(7)	Common Stock	500,000(2)	$0.5(5)	8,193,334(4)	D(1)

1. Name and Address of Reporting Person^*

GTY Investors, LLC

(Last) (First) (Middle)

C/O GTY TECHNOLOGY HOLDINGS INC.

1180 NORTH TOWN CENTER DRIVE, SUITE 100

(Street)

LAS VEGAS NV 89144

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GREEN WILLIAM D

(Last) (First) (Middle)

C/O GTY TECHNOLOGY HOLDINGS INC.

1180 NORTH TOWN CENTER DRIVE, SUITE 100

(Street)

LAS VEGAS NV 89144

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TUCCI JOSEPH M

(Last) (First) (Middle)

C/O GTY TECHNOLOGY HOLDINGS INC.

1180 NORTH TOWN CENTER DRIVE, SUITE 100

(Street)

LAS VEGAS NV 89144

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

You Harry L.

(Last) (First) (Middle)

C/O GTY TECHNOLOGY HOLDINGS INC.

1180 NORTH TOWN CENTER DRIVE, SUITE 100

(Street)

LAS VEGAS NV 89144

(City) (State) (Zip)

Explanation of Responses:

1. The securities are held directly by GTY Investors, LLC (the "Sponsor"). Messrs. Green, Tucci and You are the managers and, individually and pursuant to trusts and limited liability companies, are among the members of the Sponsor and share voting and dispositive power over the securities held directly by the Sponsor. As a result, each of the Sponsor and Messrs. Green, Tucci and You (collectively, the "Reporting Persons") may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. Each of the Reporting Persons disclaim beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, and this Form 4 shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 or for any other purpose.

2. Immediately prior to the consummation (the "Closing") of the Issuer's initial business combination on February 19, 2019 (the "business combination"), each outstanding Class B ordinary share, par value $0.0001 per share (the "Founder Shares") of GTY Technology Holdings Inc. ("GTY Cayman"), was converted into one Class A ordinary share, par value $0.0001 per share of GTY Cayman ("Class A Ordinary Shares"). Upon the consummation of the business combination, each outstanding Class A Ordinary Share was exchanged for one share of the Issuer's common stock, par value $0.0001 per share ("Issuer common stock").

3. Pursuant to the subscription agreements entered into between the Issuer, the Sponsor and certain institutional and accredited investors in connection with the business combination (the "Subscription Agreements"), immediately prior to the Closing, the Sponsor surrendered 240,644 Founder Shares to the Company for no consideration.

4. Immediately prior to the Closing, each private placement warrant ("PPW") was exercisable to purchase one Class A ordinary share at $11.50 per share. Upon the Closing, each PPW became exercisable to purchase one share of Issuer common stock at $11.50 per share, subject to adjustment, as described under the heading "Description of New GTY Securities-Warrants-Private Placement Warrants" in the definitive proxy statement/prospectus filed by the Issuer with the SEC on January 31, 2019 (the "Definitive Proxy Statement/Prospectus").

5. Pursuant to the Subscription Agreements, immediately prior to the Closing, the Sponsor sold an aggregate of 500,000 PPWs in a private placement to certain institutional and accredited investors party thereto for $0.50 per PPW.

6. The PPWs will become exercisable on March 21, 2019, or 30 days after the completion of the business combination, as described under the heading "Description of New GTY Securities-Warrants-Private Placement Warrants" in the Definitive Proxy Statement/Prospectus.

7. The PPWs will expire on February 19, 2024, or five years after the completion of the business combination, or earlier upon redemption or liquidation, as described under the heading "Description of New GTY Securities-Warrants-Private Placement Warrants" in the Definitive Proxy Statement/Prospectus.

Remarks:

This amendment to the Reporting Persons' Statement of Changes in Beneficial Ownership on Form 4/A is being filed to include the surrender of an additional 9,465 Founder Shares by the Sponsor to the Company for no consideration (see Footnote 3), which such surrender was omitted from the Form 4 filed on February 21, 2019 due to an inadvertent clerical error in the surrender process.

	/s/ Joel L. Rubinstein, Attorney-in-Fact for GTY Investors, LLC	05/30/2019
	/s/ Joel L. Rubinstein, Attorney-in-Fact for William D. Green	05/30/2019
	/s/ Joel L. Rubinstein, Attorney-in-Fact for Joseph M. Tucci	05/30/2019
	/s/ Joel L. Rubinstein, Attorney-in-Fact for Harry L. You	05/30/2019
	** Signature of Reporting Person	Date
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