TJ Parass - Jul 6, 2022 Form 4 Insider Report for GTY Technology Holdings Inc. (GTYH)

Role: CEO and President
Signature: /s/ Jon C. Bourne, Attorney-in-Fact
Stock symbol: GTYH
Transactions as of: Jul 6, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/7/2022, 04:32 PM
Previous filing: Feb 24, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GTYH	Common Stock	Options Exercise		+2.46M			2.46M	Jul 6, 2022	By Shockt Inc.	F1
transaction	GTYH	Common Stock	Disposed to Issuer		-2.46M	-100%		0	Jul 7, 2022	By Shockt Inc.	F1, F2
transaction	GTYH	Common Stock	Disposed to Issuer		-146K	-100%		0	Jul 7, 2022	Direct	F2

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	Shares of 1176368 B.C. Ltd.	Options Exercise		-2.46M	-100%		0	Jul 6, 2022	Common Stock	2.46M		By Shockt Inc.	F1
transaction	GTYH	Restricted Stock Units	Disposed to Issuer		-100K	-100%		0	Jul 7, 2022	Common Stock	100K		Direct	F3, F4
transaction	GTYH	Restricted Stock Units	Disposed to Issuer		-100K	-100%		0	Jul 7, 2022	Common Stock	100K		Direct	F3, F5
transaction	GTYH	Restricted Stock Units	Disposed to Issuer		-36.3K	-100%		0	Jul 7, 2022	Common Stock	36.3K		Direct	F3, F6
transaction	GTYH	Restricted Stock Units	Disposed to Issuer		-60K	-100%		0	Jul 7, 2022	Common Stock	60K		Direct	F3, F7, F8
transaction	GTYH	Performance Restricted Stock Units	Disposed to Issuer		-60K	-100%		0	Jul 7, 2022	Common Stock	60K		Direct	F3, F9

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

TJ Parass 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 6, 2022, Shockt Inc., of which the Reporting Person is the controlling shareholder ("Shockt"), exchanged 2,459,489.21 Class A shares of 1176368 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) and a wholly owned subsidiary of the issuer ("Exchangeco"), for 2,459,489 shares of the issuer's common stock. The Class A 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"). The Exchangeco Shares are directly owned by Shockt. The Reporting Person has voting and investment control over the securities of owned by it. The Reporting Person disclaims beneficial ownership of securities owned by Shockt except to the extent of his pecuniary interest therein, and this Form 4 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.
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").
F3	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.
F4	These RSUs vested in installments of 75,000 and 25,000 on December 31, 2021 and February 19, 2022, respectively, but were not settled. In accordance with the merger agreement, all of these 100,000 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.
F5	These RSUs (i) would have vested in installments of 75,000 and 25,000 on December 31, 2022 and December 31, 2023, respectively, 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, (x) 75,000 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 25,000 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 vested on February 19, 2022 but were not settled. Pursuant to the merger agreement, these RSUs were cancelled and converted into the right to receive the merger consideration per underlying share because they were vested immediately prior to the effective time of the merger.
F7	20,000 of these RSUs vested on February 19, 2022 but were not settled. In accordance with the merger agreement, these 20,000 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 40,000 of these RSUs (i) would have vested in equal installments of 20,000 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.
F8	(Continued from Footnote 7) Pursuant to the merger agreement, (i) 20,000 of these remaining 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 other 20,000 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.
F9	20,013 of these PSRUs vested on February 19, 2022 but were not settled. The remaining 40,024 of these PRSUs (i) would have vested in equal installments of 20,012 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 of these 60,037 PRSUs were cancelled and converted into the right to receive the merger consideration per underlying share.