Amendment: Executive Chair of the Board Marr John S Jr sold $3,466,200 worth of shares (20,000 units at $173.31) (SEC Form 4)
$TYL
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TYLER TECHNOLOGIES INC [ TYL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/19/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 11/20/2015 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/19/2015 | S | 20,000(1) | D | $173.31 | 421,417(1) | D(2)(3)(4) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. The original report included an error, which reflected the number of shares sold as 20,500, rather than 20,000. Based on such error, the original report showed the number of shares beneficially owned as 420,917, rather than 421,417. |
| 2. Footnote 2 to the original report inadvertently did not reflect (a) that the sale of shares was by a partnership in which Mr. Marr was the general partner, thereby overstating the number of shares held in such partnership; and (b) another sale of 7,500 shares by such partnership on November 20, 2015 and included on the same original report being amended hereby. The number of shares held in such partnership was also inadvertently understated by 500 shares based on a footnote error in a report previously filed on November 6, 2014. |
| 3. After giving effect to the referenced sales of 20,000 shares and 7,500 shares, respectively, by such partnership, the number of shares beneficially owned included (a) direct ownership of 293,390 shares, (b) indirect ownership of 28,000 shares held in a descendant's trust in which Mr. Marr was then deemed to have shared voting power, and (c) indirect ownership of 92,527 shares in the aforementioned partnership. As noted, Mr. Marr was the general partner. As general partner, he owned 1% of the partnership's shares. The remaining 99% of the partnership was owned by a trust, in which Mr. Marr's children were then the beneficiaries. |
| 4. As of the date of the filing of this amended report, Mr. Marr has total beneficial ownership of 23,871, which includes (1) direct ownership of 6,983 shares, and (2) indirect ownership of (a) 5,650 shares owned indirectly, which are held in two trusts for which family members are beneficiaries and for which Mr. Marr is a co-trustee and is deemed to have shared voting and dispositive power, (b) 5,238 shares owned indirectly, which are held in a revocable trust established by Mr. Marr's wife in which Mr. Marr's children are the beneficiaries and for which Mr. Marr is a co-trustee, and (c) 6,000 shares owned indirectly, which are held in the aforementioned partnership. The 5,238 shares referenced above reflects a charitable gift of 7,500 shares on December 9, 2024 to be reported on Form 5 on or before February 15, 2025. The reporting person disclaims beneficial ownership of the securities identified as owned indirectly except to the extent of his pecuniary interest therein. |
| Randall G. Ray, attorney-in-fact | 02/12/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||