4//SEC Filing
Duffy Michael J 4
Accession 0001104659-22-078951
CIK 0001682325other
Filed
Jul 10, 8:00 PM ET
Accepted
Jul 11, 9:30 PM ET
Size
20.3 KB
Accession
0001104659-22-078951
Insider Transaction Report
Form 4
Duffy Michael J
CEO of Citybase
Transactions
- Disposition to Issuer
Common Stock
2022-07-07−704,303→ 0 total - Disposition to Issuer
Restricted Stock Units
2022-07-07−75,000→ 0 total→ Common Stock (75,000 underlying) - Disposition to Issuer
Warrants
2022-07-08−200,000→ 0 total→ Common Stock (200,000 underlying) - Disposition to Issuer
Restricted Stock Units
2022-07-07−170,000→ 0 total→ Common Stock (170,000 underlying)
Footnotes (6)
- [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") represented a contingent right to receive one share of the issuer's common stock.
- [F3]These RSUs (i) would have vested on February 19, 2023, 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 on February 19, 2023, 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.
- [F5]Each warrant entitled the holder to purchase one share of common stock of the issuer at $11.50 per share, subject to adjustments.
- [F6]Pursuant to the merger agreement, these warrants, which were unexercised and outstanding immediately prior to the effective time of the merger, ceased to represent warrants to purchase shares of common stock of the issuer and instead represented a right by the holder upon any subsequent exercise to receive the merger consideration per underlying share, provided that a holder of a warrant who properly exercised a warrant within 30 days following the closing of the merger instead was entitled to receive the Black-Scholes value of such warrant, which was $0.71 per warrant in cash for these warrants. The reporting person properly exercised these warrants on July 8, 2022.
Issuer
GTY Technology Holdings Inc.
CIK 0001682325
Entity typeother
Related Parties
1- filerCIK 0001793876
Filing Metadata
- Form type
- 4
- Filed
- Jul 10, 8:00 PM ET
- Accepted
- Jul 11, 9:30 PM ET
- Size
- 20.3 KB