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Filing Details

Accession Number:: 0001240085-21-000009
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-03-02 18:44:47
Reporting Period:: 2021-02-26

Accepted Time:: 2021-03-02 18:44:47
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
860731	Tyler Technologies Inc	TYL	Services-Prepackaged Software (7372)	752303920

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1086072	K Brian Miller	5101 Tennyson Parkway Plano TX 75024	Executive Vp And Cfo	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2021-02-26	2,400	$0.00	23,008	No	4	M	Direct
Common Stock	Disposition	2021-02-26	628	$461.31	22,380	No	4	F	Direct
Common Stock	Acquisiton	2021-03-01	5,486	$205.66	27,866	No	4	M	Direct
Common Stock	Disposition	2021-03-01	5,000	$473.79	22,866	No	4	S	Direct
Common Stock	Acquisiton	2021-03-01	5,000	$0.00	27,866	No	4	M	Direct
Common Stock	Disposition	2021-03-01	1,968	$463.42	25,898	No	4	F	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	F	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Unit	Disposition	2021-02-26	2,400	$0.00	2,400	$0.00
Common Stock	Option	Disposition	2021-03-01	5,486	$0.00	5,486	$205.66
Common Stock	Performance-based Restricted Stock Unit	Disposition	2021-03-01	5,000	$0.00	5,000	$0.00
Common Stock	Performance-based Restricted Stock Unit	Acquisiton	2021-03-01	3,333	$0.00	3,333	$0.00
Common Stock	Performance-based Restricted Stock Unit	Acquisiton	2021-03-01	838	$0.00	838	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,800		No	4	M	Direct
33,542	2018-02-26	No	4	M	Direct
0		No	4	M	Direct
3,333		No	4	A	Direct
838		No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	26,781	Indirect	See footnote (6)

Footnotes

Restricted stock units convert into common stock on a one-to-one basis.
Excluded 26,781 shares previously owned directly, which were contributed to three family trusts on December 28, 2020.
Acquired through the exercise of options.
Reflects the average sales price for the reported transaction. The shares were sold in multiple transactions. The reporting person will provide to the Commission, the issuer or any stockholder, upon request, full information regarding the number of shares sold at each separate price.
Performance-based restricted stock units convert into common stock based upon percentage of target performance achieved.
Includes shares owned indirectly by the reporting person as follows: (a) 17,455 shares owned indirectly, which ae owned by a family trust for which the reporting person's spouse is the beneficiary and trustee; (b) 4,583 shares owned indirectly, which are owned by a family trust for which one of the reporting person's children is a beneficiary and the reporting person is the trustee; and (c) 4,743 shares owned indirectly, which are owned by a family trust for which one of the reporting person's children is a beneficiary and the reporting person is the trustee.
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.
Option has graded vesting. Date exercisable will vary with each vesting tranche.
On June 1, 2018, the reporting person was granted performance-based restricted stock units based upon cumulative revenue growth over a three-year performance 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 100% of target performance, the stated number of units awarded.
Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.
Vesting is subject to the issuer's achievement of long-term performance goals based upon cumulative recurring revenue growth over the three-year performance period ending December 31, 2023 and continued employment through March 1, 2024. The number of vested restricted stock units will be settled by the issuer in issuer common stock on such date. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 150% of the number of restricted stock units awarded.
Vesting is subject to the issuer's achievement of short-term performance goals based upon non-GAAP earnings per share for the one-year performance period ending December 31, 2021 and continued employment through March 1, 2022. The number of vested restricted stock units will be settled by the issuer in issuer common stock on such date. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 175% of the number of restricted stock units awarded.