John J. Curran - Jul 7, 2022 Form 4 Insider Report for GTY Technology Holdings Inc. (GTYH)

Role
Chief Financial Officer
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
7/7/2022, 04:31 PM
Previous filing
Feb 14, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GTYH Common Stock Disposed to Issuer -227K -100% 0 Jul 7, 2022 Direct F1

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 GTYH Restricted Stock Units Disposed to Issuer -70K -100% 0 Jul 7, 2022 Common Stock 70K Direct F2, F3
transaction GTYH Restricted Stock Units Disposed to Issuer -125K -100% 0 Jul 7, 2022 Common Stock 125K Direct F2, F4, F5
transaction GTYH Restricted Stock Units Disposed to Issuer -30K -100% 0 Jul 7, 2022 Common Stock 30K Direct F2, F6, F7
transaction GTYH Restricted Stock Units Disposed to Issuer -36.3K -100% 0 Jul 7, 2022 Common Stock 36.3K Direct F2, F8
transaction GTYH Performance Restricted Stock Units Disposed to Issuer -47.2K -100% 0 Jul 7, 2022 Common Stock 47.2K Direct F2, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

John J. Curran 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 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 23,333 of these RSU vested on December 31, 2021 but were not settled. In accordance with the merger agreement, these 23,333 RSUs were cancelled and converted into the right to receive the merger consideration because they were vested immediately prior to the effective time of the merger. The remaining 46,667 of these RSUs (i) would have vested on December 31, 2022, 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, these remaining 46,667 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 41,667 of these RSUs vested on February 10, 2022 but were not settled. In accordance with the merger agreement, these 41,667 RSUs were cancelled and converted into the right to receive the merger consideration because they were vested immediately prior to the effective time of the merger. The remaining 83,333 of these RSUs (i) would have vested in installments of 41,667, and 41,666 on February 10, 2023 and February 10, 2024, respectively, 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.
F5 (Continued from Footnote 4) Pursuant to the merger agreement, (x) 41,667 of these remaining 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 other 41,666 of these remaining 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.
F6 10,000 of these RSUs vested on February 19, 2022 but were not settled. In accordance with the merger agreement, these 10,000 RSUs were cancelled and converted into the right to receive the merger consideration because they were vested immediately prior to the effective time of the merger. The remaining 20,000 of these RSUs (i) would have vested in equal installments of 10,000 on February 19, 2023 and February 19, 2024, respectively, 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.
F7 (Continued from Footnote 6) Pursuant to the merger agreement, (x) 10,000 of these remaining 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 other 10,000 of these remaining 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.
F8 These RSUs vested on February 10, 2022 but were not settled. In accordance with the merger agreement, these RSUs were cancelled and converted into the right to receive the merger consideration because they were vested immediately prior to the effective time of the merger.
F9 18,324 of these PRSUs vested on February 19, 2022. The remaining 36,666 of these PRSUs (i) would have vested in equal installments of 18,333 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, all 41,172 of these PRSUs were cancelled and converted into the right to receive the merger consideration per underlying share.

Remarks:

See Exhibit 24.1 - Power of Attorney