TYLER TECHNOLOGIES INC — Director's Dealing 2014

Nov 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TYLER TECHNOLOGIES INC (TYL)
CIK: 0000860731
Period of Report: 2014-11-24

Reporting Person: MARR JOHN S JR (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-24	Common Stock	M	15304	—	Acquired	460490	Direct
2014-11-25	Common Stock	G	2000	$109	Disposed	458490	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-24	Option	$13.29	M	12000	Disposed	2017-03-02	Common Stock (12000)	Direct
2014-11-24	Option	$12.26	M	3304	Disposed	2017-06-15	Common Stock (3304)	Direct

Footnotes

F1: Acquired through the exercise of the following stock options: (a) 12,000 shares acquired through the exercise of stock options with an exercise price of $13.29 per share; and (b) 3,304 shares acquired through the exercise of stock options with an exercise price of $12.26 per share.

F2: Includes indirect ownership of: (a) 28,000 shares held in a descendant's trust in which Mr. Marr is deemed to have shared voting power; and (b) 120,277 shares held in partnership in which Mr. Marr is the general partner and is deemed to have sole voting and investment power. The partnership is owned 99% by a trust, in which Mr. Marr's children are the beneficiaries, and 1% by the general partner.

F3: Shares gifted to Mr. Marr's charitable trust.

F4: Represents the closing sale price of Tyler common stock as reported by the NYSE on November 25, 2014.

F5: Option grant has a graded vesting schedule from March 2, 2008 through March 2, 2012. Date exercisable will vary for each vesting tranche.

F6: Option grant has a graded vesting schedule from June 15, 2008 through June 15, 2012. Date exercisable will vary with each vesting tranche.