Randolph L. Cowen - 07 Jul 2022 Form 4 Insider Report for GTY Technology Holdings Inc. (GTYH)

Role
Director
Signature
/s/ Jon C. Bourne, Attorney-in-Fact
Issuer symbol
GTYH
Transactions as of
07 Jul 2022
Net transactions value
$0
Form type
4
Filing time
07 Jul 2022, 16:30:43 UTC
Previous filing
27 Aug 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GTYH Common Stock Disposed to Issuer -68,559 -100% 0 07 Jul 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 -17,931 -100% 0 07 Jul 2022 Common Stock 17,931 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Randolph L. Cowen 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") represented a contingent right to receive one share of the issuer's common stock.
F3 These RSUs (i) would have vested on August 26, 2022, subject to the reporting person's continuing service as a director of 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, 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.