Brian K. Miller - Mar 1, 2023 Form 4 Insider Report for TYLER TECHNOLOGIES INC (TYL)

Role
Executive VP and CFO
Signature
Randall G. Ray, attorney-in-fact
Stock symbol
TYL
Transactions as of
Mar 1, 2023
Transactions value $
-$679,892
Form type
4
Date filed
3/3/2023, 05:43 PM
Previous filing
Feb 28, 2023
Next filing
Mar 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TYL Common Stock Options Exercise +4K +20.36% 23.6K Mar 1, 2023 Direct F1
transaction TYL Common Stock Tax liability -$504K -1.57K -6.66% $320.10 22.1K Mar 1, 2023 Direct
transaction TYL Common Stock Options Exercise +1.42K +6.44% 23.5K Mar 1, 2023 Direct F1
transaction TYL Common Stock Tax liability -$176K -550 -2.34% $320.10 22.9K Mar 1, 2023 Direct
holding TYL Common Stock 26.8K Mar 1, 2023 See footnote (2) 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 TYL Performance-Based Restricted Stock Unit Options Exercise $0 -4K -100% $0.00* 0 Mar 1, 2023 Common Stock 4K Direct F1, F3
transaction TYL Performance-Based Restricted Stock Unit Options Exercise $0 -1.42K -100% $0.00* 0 Mar 1, 2023 Common Stock 1.42K Direct F1, F4
transaction TYL Performance-Based Restricted Stock Unit Award $0 +4.77K $0.00 4.77K Mar 1, 2023 Common Stock 4.77K Direct F5, F6
transaction TYL Performance-Based Restricted Stock Unit Award $0 +4.77K $0.00 4.77K Mar 1, 2023 Common Stock 4.77K Direct F5, F7
transaction TYL Performance-Based Restricted Stock Unit Award $0 +1.33K $0.00 1.33K Mar 1, 2023 Common Stock 1.33K Direct F5, F8
transaction TYL Restricted Stock Unit Award $0 +1.39K $0.00 1.39K Mar 1, 2023 Common Stock 1.39K Direct F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Performance-based restricted stock units convert into common stock based upon percentage of target performance achieved.
F2 Includes shares owned indirectly by the reporting person as follows: (a) 17,455 shares owned indirectly, which are owned by a family trust for which the reporting person's spouse is the beneficiary and trustee; (b) 4,583 shares owned indirectly, which are owned by a family trust for which one of the reporting person's children is a beneficiary and the reporting person is the trustee; and (c) 4,743 shares owned indirectly, which are owned by a family trust for which one of the reporting person's children is a beneficiary and the reporting person is the trustee.
F3 On March 1, 2020, the reporting person was granted performance-based restricted stock units based upon cumulative revenue growth over a three-year period ending on December 31, 2022 and continued employment through March 1, 2023. The number of vested units settled by the issuer in issuer common stock on such date reflects actual performance equal to 120% of target performance (whereas the number of units originally reported in connection with the grant reflected assumed target performance).
F4 On March 1, 2022, the reporting person was granted performance-based restricted stock units based upon non-GAAP earnings per share for the one-year period ending December 31, 2022 and continued employment through March 1, 2023. The number of vested units settled by the issuer in issuer common stock on such date reflects actual performance equal to 110% of target performance (whereas the number of units originally reported in connection with the grant reflected assumed target performance).
F5 Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.
F6 Vesting is subject to the issuer's achievement of long-term performance goals based upon cumulative recurring revenue growth over the three-year performance period ending December 31, 2025 and continued employment through March 1, 2026. The number of vested restricted stock units will be settled by the issuer in issuer common stock on such date. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 150% of the restricted stock units awarded.
F7 Vesting is subject to the issuer's achievement of long-term performance goals based upon operating margin for the year ending December 31, 2025 and continued employment through March 1, 2026. The number of vested restricted stock units will be settled by the issuer in issuer common stock on such date. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 150% of the restricted stock units awarded.
F8 Vesting is subject to the issuer's achievement of short-term performance goals based upon non-GAAP earnings per share for the one-year performance period ending December 31, 2023 and continued employment through March 1, 2024. The number of vested restricted stock units will be settled by the issuer in issuer common stock on such date. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 175% of the restricted stock units awarded.
F9 Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
F10 The restricted stock units vest in equal installments on each of the first, second, and third anniversaries of the date of grant and will be settled by the Issuer on such dates, subject to the terms and conditions of the Issuer's 2018 Stock Incentive Plan.