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

Role
CAO and Controller
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, 04:32 PM
Previous filing
Mar 7, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GTYH Common Stock Disposed to Issuer -39.7K -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 -15K -100% 0 Jul 7, 2022 Common Stock 15K Direct F2, F3
transaction GTYH Restricted Stock Units Disposed to Issuer -15K -100% 0 Jul 7, 2022 Common Stock 15K Direct F2, F4
transaction GTYH Restricted Stock Units Disposed to Issuer -20K -100% 0 Jul 7, 2022 Common Stock 20K Direct F2, F5
transaction GTYH Restricted Stock Units Disposed to Issuer -22K -100% 0 Jul 7, 2022 Common Stock 22K Direct F2, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Justin Kerr 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") represented a contingent right to receive one share of the issuer's common stock.
F3 7,500 of these RSUs vested on June 26, 2022 but were not settled. In accordance with the merger agreement, these 7,500 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 7,500 of these RSUs (i) would have vested on June 26, 2023, subject to the reporting person's continuing employment with the issuer at such time and (ii) could have been settled in shares of the issuer's common stock or cash. Pursuant to the merger agreement, these remaining 7,500 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.
F4 These RSUs (i) would have vested in equal installments of 7,500 on each of February 10, 2023 and February 10, 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) 7,500 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 7,500 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.
F5 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, (i) 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 (ii) 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.
F6 These RSUs (i) would have vested in equal installments of 7,317 on each of March 1, 2023, March 1, 2024 and March 1, 2025, 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.
F7 (Continued from Footnote 6) Pursuant to the merger agreement, (x) 7,317 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 14,634 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. These 21,951 restricted stock units inadvertently were not previously reported on a prior Form 4.