Executive Chair of the Board Marr John S Jr exercised 4,000 shares at a strike of $231.68 and sold $2,289,655 worth of shares (4,000 units at $572.41) (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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
TYLER TECHNOLOGIES INC [ TYL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 06/09/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 06/09/2025 | M | 4,000 | A | $231.68(1) | 10,983 | D | |||
| Common Stock | 06/09/2025 | S | 700 | D | $571.1943(2) | 10,283 | D | |||
| Common Stock | 06/09/2025 | S | 2,802 | D | $572.5418(3) | 7,481 | D | |||
| Common Stock | 06/09/2025 | S | 498 | D | $573.4065(4) | 6,983 | D | |||
| Common Stock | 16,888 | I | See footnote (5)(5) | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Option | $231.68 | 06/09/2025 | M | 4,000 | (6) | 06/01/2028 | Common Stock | 4,000 | $0 | 2,250 | D | ||||
| Explanation of Responses: |
| 1. Acquired through the exercise of options. |
| 2. Reflects the weighted average sale price. The shares were sold in multiple transactions at prices ranging from a low of $571.06 to a high of $572.00 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth with respect to this transaction and all sale transactions reported in this Form 4. |
| 3. Reflects the weighted average sale price. The shares were sold in multiple transactions at prices ranging from a low of $572.04 to a high of $573.03 per share, inclusive. |
| 4. Reflects the weighted average sale price. The shares were sold in multiple transactions at prices ranging from a low of $573.075 to a high of $573.53 per share, inclusive. |
| 5. Includes shares owned indirectly by the reporting person, as follows: (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 a partnership in which Mr. Marr is the general partner (the partnership is owned 99% by a trust in which Mr. Marr's children are the beneficiaries and 1% by the general partner). The reporting person disclaims beneficial ownership of the securities identified as owned indirectly except to the extent of his pecuniary interest therein. |
| 6. Option has graded vesting. Dates exercisable will vary with each vesting tranche. |
| Randall G. Ray, attorney-in-fact | 06/11/2025 | |
| ** 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. | ||