SEC Form 4: Parass Tj converted options into 2,459,489 shares and returned 2,605,918 shares to the company, closing all direct ownership in the company
$GTYH
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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GTY Technology Holdings Inc. [ GTYH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/06/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | 07/06/2022 | M | 2,459,489(1) | A | (1) | 2,459,489 | I | By Shockt Inc.(1) | ||
| Common Stock | 07/07/2022 | D | 2,459,489 | D | (2) | 0 | I | By Shockt Inc.(1) | ||
| Common Stock | 07/07/2022 | D | 146,429 | D | (2) | 0 | D | |||
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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 | ||||||||
| Shares of 1176368 B.C. Ltd. | (1) | 07/06/2022 | M | 2,459,489 | (1) | (1) | Common Stock | 2,459,489 | (1) | 0 | I | By Shockt Inc.(1) | |||
| Restricted Stock Units | (3) | 07/07/2022 | D | 100,000 | (4) | (4) | Common Stock | 100,000 | (4) | 0 | D | ||||
| Restricted Stock Units | (3) | 07/07/2022 | D | 100,000 | (5) | (5) | Common Stock | 100,000 | (5) | 0 | D | ||||
| Restricted Stock Units | (3) | 07/07/2022 | D | 36,342 | (6) | (6) | Common Stock | 36,342 | (6) | 0 | D | ||||
| Restricted Stock Units | (3) | 07/07/2022 | D | 60,000 | (7)(8) | (7)(8) | Common Stock | 60,000 | (7)(8) | 0 | D | ||||
| Performance Restricted Stock Units | (3) | 07/07/2022 | D | 60,037 | (9) | (9) | Common Stock | 60,037 | (9) | 0 | D | ||||
| Explanation of Responses: |
| 1. On July 6, 2022, Shockt Inc., of which the Reporting Person is the controlling shareholder ("Shockt"), exchanged 2,459,489.21 Class A shares of 1176368 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) and a wholly owned subsidiary of the issuer ("Exchangeco"), for 2,459,489 shares of the issuer's common stock. The Class A shares of Exchangeco are exchangeable into shares of the issuer's common stock on a one-for-one basis at any time of the holder's choosing ("Exchangeco Shares"). The Exchangeco Shares are directly owned by Shockt. The Reporting Person has voting and investment control over the securities of owned by it. The Reporting Person disclaims beneficial ownership of securities owned by Shockt except to the extent of his pecuniary interest therein, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the Exchangeco Shares for purposes of Section 16 or for any other purpose. |
| 2. 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"). |
| 3. 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. |
| 4. These RSUs vested in installments of 75,000 and 25,000 on December 31, 2021 and February 19, 2022, respectively, but were not settled. In accordance with the merger agreement, all of these 100,000 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. |
| 5. These RSUs (i) would have vested in installments of 75,000 and 25,000 on December 31, 2022 and December 31, 2023, 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. Pursuant to the merger agreement, (x) 75,000 of 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 and (y) with respect to the remaining 25,000 of these 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. |
| 6. These RSUs vested on February 19, 2022 but were not settled. Pursuant to the merger agreement, these RSUs were cancelled and converted into the right to receive the merger consideration per underlying share because they were vested immediately prior to the effective time of the merger. |
| 7. 20,000 of these RSUs vested on February 19, 2022 but were not settled. In accordance with the merger agreement, these 20,000 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 40,000 of these RSUs (i) would have vested in equal installments of 20,000 on each of February 19, 2023 and February 19, 2024, 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. |
| 8. (Continued from Footnote 7) Pursuant to the merger agreement, (i) 20,000 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 (ii) with respect to the other 20,000 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. |
| 9. 20,013 of these PSRUs vested on February 19, 2022 but were not settled. The remaining 40,024 of these PRSUs (i) would have vested in equal installments of 20,012 on each of February 19, 2023 and February 19, 2024, subject to the reporting person's continuing employment with the issuer at such times 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 of these 60,037 PRSUs were cancelled and converted into the right to receive the merger consideration per underlying share. |
| /s/ Jon C. Bourne, Attorney-in-Fact | 07/07/2022 | |
| ** 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. | ||