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

Role
Chief Executive Officer of Questica and eCivis
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, 04:33 PM
Previous filing
Mar 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GTYH Common Stock Disposed to Issuer -266K -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 -5K -100% 0 Jul 7, 2022 Common Stock 5K Direct F2, F3
transaction GTYH Restricted Stock Units Disposed to Issuer -10.7K -100% 0 Jul 7, 2022 Common Stock 10.7K Direct F2, F4
transaction GTYH Performance Restricted Stock Units Disposed to Issuer -8.33K -100% 0 Jul 7, 2022 Common Stock 8.33K Direct F2, F5
transaction GTYH Performance Restricted Stock Units Disposed to Issuer -10K -100% 0 Jul 7, 2022 Common Stock 10K Direct F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Craig Ross 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 on December 31, 2022, 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 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 installments of 5,334 and 5,333 on February 19, 2023 and February 19, 2024, respectively, 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) 5,334 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 5,333 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 PRSUs (i) would have vested in equal installments of 4,167 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, these PRSUs were cancelled and converted into the right to receive the merger consideration per underlying share.
F6 These PRSUs (i) would have vested on 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.

Remarks:

Chief Executive Officer of Questica and eCivis