Michael J Duffy Form 4 GTY Technology / Michael J Duffy 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^*

Duffy Michael J

(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)
CEO OF CITYBASE

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2021

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
Common Stock	03/10/2021		S		20,000	D	$7.8778(1)	750,978	D
Common Stock	03/11/2021		S		30,000	D	$8.0814(2)	720,978	D

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
Warrants	$11.5(3)	03/10/2021		P		20,000		(3)	(3)	Common Stock	20,000	$1.0479(4)	270,000	D
Warrants	$11.5(3)	03/11/2021		P		80,000		(3)	(3)	Common Stock	80,000	$1.0822(5)	350,000	D
Warrants	$11.5(3)	03/12/2021		P		100,000		(3)	(3)	Common Stock	100,000	$1.053(6)	450,000	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $7.50 to $8.00. The price reported above reflects a weighted average sale price. The reporting person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or a security holder of issuer full information regarding the number of shares and prices at which the transaction was effected.

2. This transaction was executed in multiple trades at prices ranging from $7.90 to $8.15. The price reported above reflects a weighted average sale price. The reporting person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or a security holder of issuer full information regarding the number of shares and prices at which the transaction was effected.

3. Each warrant entitles its holder to purchase one share of common stock of the issuer at $11.50 per share, subject to adjustments. The issuer may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant upon not less than 30 days' prior written notice of redemption to each warrant holder if the reported last sale price of common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the issuer sends the notice of redemption to the warrant holders.

4. This transaction was executed in multiple trades at prices ranging from $1.00 to $1.05. The price reported above reflects a weighted average purchase price. The reporting person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or a security holder of issuer full information regarding the number of shares and prices at which the transaction was effected.

5. This transaction was executed in multiple trades at prices ranging from $1.00 to $1.09. The price reported above reflects a weighted average purchase price. The reporting person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or a security holder of issuer full information regarding the number of shares and prices at which the transaction was effected.

6. This transaction was executed in multiple trades at prices ranging from $1.03 to $1.09. The price reported above reflects a weighted average purchase price. The reporting person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

	/s/ Jon C. Bourne, Attorney-in-Fact	03/12/2021
	** Signature of Reporting Person	Date
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