SEC Form 4 · accession 0001710879-19-000002
TYLER TECHNOLOGIES INC · TYL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John S Marr Jr.
Officer — Executive Chairman · Director
Period of report
May 9, 2018
Accepted (ET)
Feb 28, 2019 · 5:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000860731
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 26, 2019 | M | 7,200 | — | A | 304,130 | I | See footnote (2) |
| Common StockF3 | Feb 26, 2019 | F | 2,727 | $205.50 | D | 301,403 | I | See footnote (3) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF4,F5 | — | May 9, 2018 | A | 36,000 | A | — | — | Common Stock | 36,000 | 36,000 | D |
| Restricted Stock UnitF1,F5 | — | Feb 26, 2019 | M | 7,200 | A | — | — | Common Stock | 7,200 | 28,800 | D |
Explanation of responses
- F1Restricted stock units convert into common stock on a one-for-one basis.
- F2Includes shares owned both directly and indirectly by the reporting person, as follows: (a) 229,130 shares owned directly; (b) 15,500 shares owned indirectly, which are held in a descendant's trust in which Mr. Marr is deemed to have shared voting and/or dispositive power; and (c) 59,500 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.
- F3Includes shares owned both directly and indirectly by the reporting person, as follows: (a) 226,403 shares owned directly; (b) 15,500 shares owned indirectly, which are held in a descendant's trust in which Mr. Marr is deemed to have shared voting and/or dispositive power; and (c) 59,500 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 this pecuniary interest therein.
- F4Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.
- F5On May 9, 2018, the reporting person was granted 36,000 restricted stock units, which vest in equal installments on the first, second, third, fourth and fifth anniversaries of the vesting commencement date of February 26, 2018m and which will be settled by the Issuer on the respective anniversary dates, subject to the terms and conditions of the Issuer's 2018 Stock Incentive Plan. (The grant was disclosed in the Issuer's Current Report on Form 8-K filed with the Commission on March 9, 2018 and in the Issuer's 2018 Proxy Statement, contingent upon the stockholders' adoption of the 2018 Stock Incentive Plan, which occurred on May 9, 2018.)