SEC Form 4 · accession 0001144204-19-009393
GTY Technology Holdings Inc. · GTYH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Joseph M Tucci
Director
William D Green
Director
Harry L. You
Officer — Chief Financial Officer · Director
GTY Investors, LLC
10% Owner
Period of report
Feb 19, 2019
Accepted (ET)
Feb 21, 2019 · 7:57 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001682325
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F1 | Feb 19, 2019 | C | 13,448,821 | $0.00 | A | 13,448,821 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Ordinary SharesF3,F2,F1 | — | Feb 19, 2019 | J | 231,179 | D | — | — | Class A Ordinary Shares | 231,179 | 13,448,821 | D |
| Class B Ordinary SharesF2,F1 | — | Feb 19, 2019 | C | 13,448,821 | D | — | — | Class A Ordinary Shares | 13,448,821 | 0 | D |
| Private Placement WarrantsF5,F4,F1,F6,F7,F2 | $11.50 | Feb 19, 2019 | S | 500,000 | D | — | — | Common Stock | 500,000 | 8,193,334 | D |
Explanation of responses
- F1The securities are held directly by GTY Investors, LLC (the "Sponsor"). Messrs. Green, Tucci and You are the managers and, individually and pursuant to trusts and limited liability companies, are among the members of the Sponsor and share voting and dispositive power over the securities held directly by the Sponsor. As a result, each of the Sponsor and Messrs. Green, Tucci and You (collectively, the "Reporting Persons") may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. Each of the Reporting Persons disclaim beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, and this Form 4 shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 or for any other purpose.
- F2Immediately prior to the consummation (the "Closing") of the Issuer's initial business combination on February 19, 2019 (the "business combination"), each outstanding Class B ordinary share, par value $0.0001 per share (the "Founder Shares") of GTY Technology Holdings Inc. ("GTY Cayman"), was converted into one Class A ordinary share, par value $0.0001 per share of GTY Cayman ("Class A Ordinary Shares"). Upon the consummation of the business combination, each outstanding Class A Ordinary Share was exchanged for one share of the Issuer's common stock, par value $0.0001 per share ("Issuer common stock").
- F3Pursuant to the subscription agreements entered into between the Issuer, the Sponsor and certain institutional and accredited investors in connection with the business combination (the "Subscription Agreements"), immediately prior to the Closing, the Sponsor surrendered 231,179 Founder Shares to the Company for no consideration.
- F4Immediately prior to the Closing, each private placement warrant ("PPW") was exercisable to purchase one Class A ordinary share at $11.50 per share. Upon the Closing, each PPW became exercisable to purchase one share of Issuer common stock at $11.50 per share, subject to adjustment, as described under the heading "Description of New GTY Securities-Warrants-Private Placement Warrants" in the definitive proxy statement/prospectus filed by the Issuer with the SEC on January 31, 2019 (the "Definitive Proxy Statement/Prospectus").
- F5Pursuant to the Subscription Agreements, immediately prior to the Closing, the Sponsor sold an aggregate of 500,000 PPWs in a private placement to certain institutional and accredited investors party thereto for $0.50 per PPW.
- F6The PPWs will become exercisable on March 21, 2019, or 30 days after the completion of the business combination, as described under the heading "Description of New GTY Securities-Warrants-Private Placement Warrants" in the Definitive Proxy Statement/Prospectus.
- F7The PPWs will expire on February 19, 2024, or five years after the completion of the business combination, or earlier upon redemption or liquidation, as described under the heading "Description of New GTY Securities-Warrants-Private Placement Warrants" in the Definitive Proxy Statement/Prospectus.