GTY Technology (GTYH) Form 4 GTY Technology / David M Farrell 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^*

Farrell David M

(Last) (First) (Middle)

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	10% Owner
X	Officer (give title below)	Other (specify below)
COO OF GTY AND CEO OF SHERPA

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2021

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)
			Code	V	Amount	(A) or (D)	Price

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
Restricted Stock Units	(1)	04/30/2021		A		54,000		(1)	(1)	Common Stock	54,000	$0	304,000	D
Restricted Stock Units	(2)	04/30/2021		A		30,000		(2)	(2)	Common Stock	30,000	$0	334,000	D
Performance Restricted Stock Units	(3)	04/30/2021		A		55,000		(3)	(3)	Common Stock	55,000	$0	105,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. If the reporting person remains employed with the issuer at such time, the restricted stock units will vest on January 1, 2022. The restricted stock units may be settled in shares of the issuer's common stock or cash.

2. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. If the reporting person remains employed with the issuer at such time, the restricted stock units will vest in substantially equal installments on February 19, 2022, February 19, 2023 and February 19, 2024. The restricted stock units may be settled in shares of the issuer's common stock or cash.

3. Each performance restricted stock unit 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 with the issuer at such time, the performance restricted stock units will vest in substantially equal installments on February 19, 2022, February 19, 2023 and February 19, 2024. The performance restricted stock units may be settled in shares of the issuer's common stock or cash.

	/s/ Jon C. Bourne, Attorney-in-Fact	05/04/2021
	** 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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