TYLER TECHNOLOGIES INC — Director's Dealing 2010

Sep 30, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TYLER TECHNOLOGIES INC (TYL)
CIK: 0000860731
Period of Report: 2010-09-28

Reporting Person: MSD CAPITAL L P (10% Owner)
Reporting Person: MSD Torchlight, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-28	Common Stock, par value $0.01 per share	S	1000000	$19.85	Disposed	3049923	Indirect

Footnotes

F1: This statement is jointly filed by and on behalf of each of MSD Capital, L.P. and MSD Torchlight, L.P. MSD Torchlight is the record and direct beneficial owner of the securities covered by this statement. MSD Capital is the general partner of MSD Torchlight and may be deemed to beneficially own securities owned by MSD Torchlight. MSD Capital Management LLC is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Michael S. Dell is the controlling member of MSD Management and may be deemed to beneficially own securities owned by MSD Management.

F2: Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F3: Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.