Form Type: 4

SEC EDGAR Link
Accession Number:0001240085-21-000007
Date:2021-02-26
Issuer: TYLER TECHNOLOGIES INC (TYL)
Original Submission Date:

Reporting Person:

MARR JOHN S JR
370 US ROUTE 1
PALMOUTH, ME 04105

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2021-02-26 M 7,200 a $0.00 86,953 direct
COMMON STOCK 2021-03-01 M 7,500 a $0.00 94,453 direct
COMMON STOCK 2021-02-26 0 $0.00 60,150 indirect f2
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNIT 0.0 2021-02-26 deemed execution date M 7,200 (a) common stock 7,200 $0.00 14,400 direct
RESTRICTED STOCK UNIT 0.0 2021-03-01 deemed execution date M 7,500 (a) common stock 7,500 $0.00 0 direct
Footnotes
IDfootnote
f1 restricted stock units convert into common stock on a one-for-one basis.
f2 includes shares owned indirectly by the reporting person, as follows: (a) 10,650 shares owned indirectly, which are held in two trusts for which family members are beneficiaries and for which mr. marr is a co-trustee and is deemed to have shared voting and dispositive power; and (b) 49,500 shares owned indirectly, which are held in 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.
f3 on may 9, 2018, the reporting person was granted 36,000 restricted stock units, to vest in equal installments on the first, second, third, fourth and fifth anniversaries of the vesting commencement date of february 26, 2018 and settled by the issuer on the respective anniversary dates, subject to the terms and conditions of the issuer's 2018 stock incentive plan.
f4 performance-based restricted stock units convert into common stock based upon percentage of target performance achieved.
f5 on june 1, 2018, the reporting person was granted performance-based restricted stock units based upon cumulative revenue growth over a three-year period ending on december 31, 2020 and continued employment through march 1, 2021. the number of vested units settled by the issuer in issuer common stock on such date reflects actual performance equal to target performance at 100% of the stated number of units awarded.
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