Harry L. You - Jul 7, 2022 Form 4 Insider Report for GTY Technology Holdings Inc. (GTYH)

Role: Director
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: 7/11/2022, 08:16 PM
Previous filing: May 27, 2022
Next filing: Sep 29, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GTYH	Common Stock	Disposed to Issuer		-3.74M	-100%		0	Jul 7, 2022	Direct	F1
transaction	GTYH	Common Stock	Disposed to Issuer		-92.9K	-100%		0	Jul 7, 2022	By Friends of GTY, LLC	F1, F2

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

Harry L. You 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	These shares of common stock are held directly by Friends of GTY, LLC, of which the Reporting Person is the Managing Member. The Reporting Person may be deemed to have beneficial ownership of the shares held directly by Friends of GTY, LLC. The Reporting Person disclaims beneficial ownership of such shares, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose.

Content

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").

These shares of common stock are held directly by Friends of GTY, LLC, of which the Reporting Person is the Managing Member. The Reporting Person may be deemed to have beneficial ownership of the shares held directly by Friends of GTY, LLC. The Reporting Person disclaims beneficial ownership of such shares, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose.