| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/31/2019 | 3. Issuer Name and Ticker or Trading Symbol GTY Technology Holdings Inc. [ GTYH ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 11/12/2019 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Performance Restricted Stock Units | (1) | (1) | Common Stock | 1 | (1) | D | |
| Shares of 1176363 B.C. Ltd.(2) | (2) | (2) | Common Stock | 882,651 | (2) | D | |
| Shares of 1176363 B.C. Ltd. | (3) | (3) | Common Stock | 168,324 | (3) | I | By the Corry Flatt Family Trust 2013(3) |
| Explanation of Responses: |
| 1. The performance based restricted stock unit (PRSU) 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 by the Issuer at such time, the PRSU will vest on February 19, 2022. The PRSU may be settled in the Issuer's common stock or cash. |
| 2. Total includes 763,234 shares of 1176363 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) ("Exchangeco"), owned directly by the Reporting Person. Exchangeco is a wholly-owned subsidiary of the Issuer. 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"). Total also includes 119,417 Exchangeco Shares distributed to the Reporting Person and placed into escrow pursuant to the Arrangement Agreement, dated September 12, 2018, by and among Bonfire Interactive LTD., GTY Cayman, 1176370 B.C. Unlimited Liability Company, 1176363 B.C. Ltd. and the Bonfire Holders' Representative named therein (as amended, the "Arrangement Agreement"). |
| 3. Refers to 145,551 Exchangeco Shares owned by The Corry Flatt Family Trust 2013 (the "Trust"). The Reporting Person is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of securities owned by the Trust except to the extent of his pecuniary interest therein, and this Form 3 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. |
| /s/ Jon C. Bourne, Attorney-in-Fact | 02/08/2021 | |
| ** 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 5 (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. | ||
