GTY Investors, LLC 4

Accession 0001144204-19-009393

CIK 0001682325other

View on SEC.gov Company Profile

Filed

Feb 20, 7:00 PM ET

Accepted

Feb 21, 7:57 PM ET

Size

20.0 KB

Accession

0001144204-19-009393

Insider Transaction Report

Form 4

Period: 2019-02-19

GTY Technology Holdings Inc.GTYH

GTY Investors, LLC

10% Owner

Transactions

Conversion
Common Stock
2019-02-19+13,448,821→ 13,448,821 total
Conversion
Class B Ordinary Shares
2019-02-19−13,448,821→ 0 total
→ Class A Ordinary Shares (13,448,821 underlying)
Other
Class B Ordinary Shares
2019-02-19−231,179→ 13,448,821 total
→ Class A Ordinary Shares (231,179 underlying)
Sale
Private Placement Warrants
2019-02-19$0.50/sh−500,000$250,000→ 8,193,334 total
Exercise: $11.50→ Common Stock (500,000 underlying)

You Harry L.

DirectorPresident and CFO10% Owner

Transactions

Conversion
Common Stock
2019-02-19+13,448,821→ 13,448,821 total
Other
Class B Ordinary Shares
2019-02-19−231,179→ 13,448,821 total
→ Class A Ordinary Shares (231,179 underlying)
Conversion
Class B Ordinary Shares
2019-02-19−13,448,821→ 0 total
→ Class A Ordinary Shares (13,448,821 underlying)
Sale
Private Placement Warrants
2019-02-19$0.50/sh−500,000$250,000→ 8,193,334 total
Exercise: $11.50→ Common Stock (500,000 underlying)

GREEN WILLIAM D

DirectorCo-CEO and Co-Chairman10% Owner

Transactions

Other
Class B Ordinary Shares
2019-02-19−231,179→ 13,448,821 total
→ Class A Ordinary Shares (231,179 underlying)
Sale
Private Placement Warrants
2019-02-19$0.50/sh−500,000$250,000→ 8,193,334 total
Exercise: $11.50→ Common Stock (500,000 underlying)
Conversion
Common Stock
2019-02-19+13,448,821→ 13,448,821 total
Conversion
Class B Ordinary Shares
2019-02-19−13,448,821→ 0 total
→ Class A Ordinary Shares (13,448,821 underlying)

TUCCI JOSEPH M

DirectorCo-CEO and Co-Chairman10% Owner

Transactions

Conversion
Common Stock
2019-02-19+13,448,821→ 13,448,821 total
Other
Class B Ordinary Shares
2019-02-19−231,179→ 13,448,821 total
→ Class A Ordinary Shares (231,179 underlying)
Sale
Private Placement Warrants
2019-02-19$0.50/sh−500,000$250,000→ 8,193,334 total
Exercise: $11.50→ Common Stock (500,000 underlying)
Conversion
Class B Ordinary Shares
2019-02-19−13,448,821→ 0 total
→ Class A Ordinary Shares (13,448,821 underlying)

Footnotes (7)

[F1]The securities are held directly by GTY Investors, LLC (the "Sponsor"). Messrs. Green, Tucci and You are the managers and, individually and pursuant to trusts and limited liability companies, are among the members of the Sponsor and share voting and dispositive power over the securities held directly by the Sponsor. As a result, each of the Sponsor and Messrs. Green, Tucci and You (collectively, the "Reporting Persons") may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. Each of the Reporting Persons disclaim beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, and this Form 4 shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 or for any other purpose.
[F2]Immediately prior to the consummation (the "Closing") of the Issuer's initial business combination on February 19, 2019 (the "business combination"), each outstanding Class B ordinary share, par value $0.0001 per share (the "Founder Shares") of GTY Technology Holdings Inc. ("GTY Cayman"), was converted into one Class A ordinary share, par value $0.0001 per share of GTY Cayman ("Class A Ordinary Shares"). Upon the consummation of the business combination, each outstanding Class A Ordinary Share was exchanged for one share of the Issuer's common stock, par value $0.0001 per share ("Issuer common stock").
[F3]Pursuant to the subscription agreements entered into between the Issuer, the Sponsor and certain institutional and accredited investors in connection with the business combination (the "Subscription Agreements"), immediately prior to the Closing, the Sponsor surrendered 231,179 Founder Shares to the Company for no consideration.
[F4]Immediately prior to the Closing, each private placement warrant ("PPW") was exercisable to purchase one Class A ordinary share at $11.50 per share. Upon the Closing, each PPW became exercisable to purchase one share of Issuer common stock at $11.50 per share, subject to adjustment, as described under the heading "Description of New GTY Securities-Warrants-Private Placement Warrants" in the definitive proxy statement/prospectus filed by the Issuer with the SEC on January 31, 2019 (the "Definitive Proxy Statement/Prospectus").
[F5]Pursuant to the Subscription Agreements, immediately prior to the Closing, the Sponsor sold an aggregate of 500,000 PPWs in a private placement to certain institutional and accredited investors party thereto for $0.50 per PPW.
[F6]The PPWs will become exercisable on March 21, 2019, or 30 days after the completion of the business combination, as described under the heading "Description of New GTY Securities-Warrants-Private Placement Warrants" in the Definitive Proxy Statement/Prospectus.
[F7]The PPWs will expire on February 19, 2024, or five years after the completion of the business combination, or earlier upon redemption or liquidation, as described under the heading "Description of New GTY Securities-Warrants-Private Placement Warrants" in the Definitive Proxy Statement/Prospectus.

Documents

1 file

4
tv514307_4.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

GTY Technology Holdings Inc.

CIK 0001682325

→

Entity typeother

IncorporatedIL

Related Parties

filerCIK 0001682342

Filing Metadata

Form type: 4
Filed: Feb 20, 7:00 PM ET
Accepted: Feb 21, 7:57 PM ET
Size: 20.0 KB

View on SEC.gov