Statement of Changes in Beneficial Ownership (4)
07 Juillet 2022 - 10:34PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Salaymeh Omar |
2. Issuer Name and Ticker or Trading Symbol
GTY Technology Holdings Inc.
[
GTYH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks |
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(Last)
(First)
(Middle)
C/O GTY TECHNOLOGY HOLDINGS INC., 800 BOYLSTON STREET, 16TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/6/2022 |
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(Street)
BOSTON, MA 02199
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 7/6/2022 | | M | | 84161 (1) | A | (1) | 199838 | D | |
| Common Stock | 7/7/2022 | | D | | 199838 | D | (2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 1176363 B.C. Ltd. | (1) | 7/6/2022 | | M | | | 84161 (1) | (1) | (1) | Common Stock | 84161 (1) | (1) | 0 | D | |
| Restricted Stock Units | (3) | 7/7/2022 | | D | | | 17410 | (4) | (4) | Common Stock | 17410 | (4) | 0 | D | |
| Restricted Stock Units | (3) | 7/7/2022 | | D | | | 6667 | (5) | (5) | Common Stock | 6667 | (5) | 0 | D | |
| Restricted Stock Units | (3) | 7/7/2022 | | D | | | 3682 | (6) | (6) | Common Stock | 3682 | (6) | 0 | D | |
| Performance Restricted Stock Units | (3) | 7/7/2022 | | D | | | 7500 | (7) | (7) | Common Stock | 7500 | (7) | 0 | D | |
| Options | $2.4445 | 7/7/2022 | | D | | | 51372 | (8) | (8) | Common Stock | 51372 | (8) | 0 | D | |
| Explanation of Responses: |
| (1) | On July 6, 2022, the Reporting Person exchanged 84,161 Class A shares of 1176363 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) and a wholly owned subsidiary of the issuer ("Exchangeco"), for 84,161 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 (the "Exchangeco Shares"). The 81,161 Exchangeco Shares were inadvertently omitted from the Reporting Person's original Form 3 and from four Forms 4 filed by the Reporting Person after his original Form 3 was filed. |
| (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 (i) would have vested on February 19, 2023, 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, 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. |
| (5) | These RSUs (i) would have vested on February 19, 2024, 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, 50% of these RSUs, which did not provide 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 50% of these RSUs 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 (i) would have vested in equal installments of 1,841 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. Pursuant to the merger agreement, (x) 1,841 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 1,841 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. |
| (7) | These PRSUs (i) would have vested on February 19, 2024, subject to the reporting person's continuing employment with the issuer at such time 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, these PRSUs were cancelled and converted into the right to receive the merger consideration per underlying share. |
| (8) | Pursuant to the merger agreement, at the effective time of the merger, each then-outstanding and unexercised stock option with an exercise price per share less than the merger consideration was automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of common stock then underlying such stock option multiplied by (ii) the excess of the merger consideration over the exercise price per share of such stock option. |
Remarks:
Chief Executive Officer of Bonfire |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Salaymeh Omar
C/O GTY TECHNOLOGY HOLDINGS INC.
800 BOYLSTON STREET, 16TH FLOOR
BOSTON, MA 02199 |
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| See Remarks |
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Signatures
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| /s/ Jon C. Bourne, Attorney-in-Fact | | 7/7/2022 |
| **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 control number. |
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