4//SEC Filing
Farrell David M 4
Accession 0001104659-22-078062
CIK 0001682325other
Filed
Jul 6, 8:00 PM ET
Accepted
Jul 7, 4:31 PM ET
Size
11.3 KB
Accession
0001104659-22-078062
Insider Transaction Report
Form 4
Farrell David M
CEO of Sherpa
Transactions
- Disposition to Issuer
Common Stock
2022-07-07−646,859→ 0 total - Disposition to Issuer
Restricted Stock Units
2022-07-07−20,000→ 0 total→ Common Stock (20,000 underlying) - Disposition to Issuer
Performance Restricted Stock Units
2022-07-07−31,448→ 0 total→ Common Stock (31,448 underlying)
Footnotes (4)
- [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 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, (x) 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 (y) 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.
- [F4]These PRSUs (i) would have vested in equal installments of 15,724 on each of February 19, 2023 and 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.
Documents
Issuer
GTY Technology Holdings Inc.
CIK 0001682325
Entity typeother
Related Parties
1- filerCIK 0001793761
Filing Metadata
- Form type
- 4
- Filed
- Jul 6, 8:00 PM ET
- Accepted
- Jul 7, 4:31 PM ET
- Size
- 11.3 KB