Jon Bourne - Jul 7, 2022 Form 4 Insider Report for GTY Technology Holdings Inc. (GTYH)

Signature
/s/ Jon C. Bourne
Stock symbol
GTYH
Transactions as of
Jul 7, 2022
Transactions value $
$0
Form type
4
Date filed
7/7/2022, 04:30 PM
Previous filing
May 17, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GTYH Restricted Stock Units Disposed to Issuer -15K -100% 0 Jul 7, 2022 Common Stock 15K Direct F1, F2, F3
transaction GTYH Restricted Stock Units Disposed to Issuer -2.89K -100% 0 Jul 7, 2022 Common Stock 2.89K Direct F1, F4
transaction GTYH Performance Restricted Stock Units Disposed to Issuer -2.89K -100% 0 Jul 7, 2022 Common Stock 2.89K Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jon Bourne is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Each restricted stock unit ("RSU") and each performance-based restricted stock unit ("PRSU") represented a contingent right to receive one share of the issuer's common stock.
F2 On July 7, 2022, pursuant to the agreement and plan of merger by and among the issuer, GI Georgia Midco, Inc. ("Parent") and GI Georgia Merger Sub Inc. ("Merger Sub"), dated as of April 28, 2022 (the "merger agreement"), Merger Sub merged with and into the issuer (the "merger"), with the issuer surviving the merger as a wholly owned subsidiary of Parent. Pursuant to the merger agreement, at the effective time of the merger, the shares of the issuer's common stock converted into the right to receive $6.30 per share in cash (the "merger consideration"). 5,000 of the 15,000 RSUs referenced above vested on April 15, 2022 but were not settled. In accordance with the merger agreement, these 5,000 RSUs were cancelled and converted into the right to receive the merger consideration because they were vested immediately prior to the effective time of the merger. The remaining 10,000 of these RSUs (i) would have vested in equal installments of 5,000 on April 15, 2023 and April 15, 2024,
F3 (Continued from Footnote 2) subject to the reporting person's continuing employment with the issuer at such times and (ii) could have been settled in shares of the issuer's common stock or cash. Pursuant to the merger agreement, (x) 5,000 of these remaining RSUs, which provided for vesting within 12 months following the effective time of the merger, also were cancelled and converted into the right to receive the merger consideration per underlying share and (y) with respect to the other 5,000 of these remaining RSUs, which did not provide for vesting within 12 months following the effective time of the merger, 50% were cancelled and converted into the right to receive the merger consideration per underlying share and 50% were cancelled and converted into the right to receive a cash replacement award subject to the same general terms and conditions as the RSUs that such award replaced.
F4 These RSUs vested on February 19, 2022 but were not settled. Pursuant to the merger agreement, these RSUs, which were vested immediately prior to the effective time of the merger, were cancelled and converted into the right to receive the merger consideration per underlying share.
F5 964 of these PRSUs vested on February 19, 2022 but were not settled. The remaining 1,928 of these PRSUs (i) would have vested in equal installments of 964 on each of February 19, 2023 and February 19, 2024, subject to the reporting person's continuing employment with the issuer at such times and the satisfaction of certain performance criteria and (ii) could have been settled in shares of the issuer's common stock or cash. Pursuant to the merger agreement, all 2,892 of these PRSUs were cancelled and converted into the right to receive the merger consideration per underlying share.

Remarks:

Executive Vice President, General Counsel and Secretary