David M. Farrell - Jul 7, 2022 Form 4 Insider Report for GTY Technology Holdings Inc. (GTYH)

Role: COO of GTY and CEO of Sherpa
Signature: /s/ Jon C. Bourne, Attorney-in-Fact
Stock symbol: GTYH
Transactions as of: Jul 7, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/7/2022, 04:31 PM
Previous filing: Mar 15, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GTYH	Common Stock	Disposed to Issuer		-647K	-100%		0	Jul 7, 2022	Direct	F1

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		-20K	-100%		0	Jul 7, 2022	Common Stock	20K		Direct	F2, F3
transaction	GTYH	Performance Restricted Stock Units	Disposed to Issuer		-31.4K	-100%		0	Jul 7, 2022	Common Stock	31.4K		Direct	F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David M. Farrell is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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").
F2	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.
F3	These RSUs (i) would have vested in equal installments of 10,000 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 (ii) could have been settled in shares of the issuer's common stock or cash. Pursuant to the merger agreement, (x) 10,000 of these RSUs, which provided for vesting within 12 months following the effective time of the merger, were cancelled and converted into the right to receive the merger consideration per underlying share and (y) with respect to the remaining 10,000 of these 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 PRSUs (i) would have vested in equal installments of 15,724 on each of February 19, 2023 and February 19, 2024, subject to the reporting person's continuing employment with the issuer at such time 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, these PRSUs were cancelled and converted into the right to receive the merger consideration per underlying share.