TYLER TECHNOLOGIES INC — Director's Dealing 2014

Aug 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TYLER TECHNOLOGIES INC (TYL)
CIK: 0000860731
Period of Report: 2014-08-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-05	Common Stock	M	30000	$12.14	Acquired	505186	Direct
2014-08-05	Common Stock	S	30000	$90.69	Disposed	475186	Direct
2014-08-06	Common Stock	M	10000	$15	Acquired	485186	Direct
2014-08-06	Common Stock	S	10000	$90.49	Disposed	475186	Direct
2014-08-07	Common Stock	M	10000	$15	Acquired	485186	Direct
2014-08-07	Common Stock	S	10000	$90.56	Disposed	475186	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-05	Option	$12.14	M	30000	Disposed	2018-12-15	Common Stock (30000)	Direct
2014-08-06	Option	$15	M	10000	Disposed	2018-05-15	Common Stock (10000)	Direct
2014-08-07	Option	$15	M	10000	Disposed	2018-05-15	Common Stock (10000)	Direct

Footnotes

F1: Acquired through the exercise of stock options with an exercise price of $12.14 per share.

F2: Includes indirect ownership of: (a) 43,000 shares held in a descendant's trust in which Mr. Marr is deemed to have shared voting power; and (b) 135,777 shares held in a 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: Acquired through the exercise of stock options with an exercise price of $15.00 per share.

F4: Options vested at 6,000 per year on each of December 15, 2009, 2010, 2011, 2012, and 2013.

F5: Options vested at 80,000 per year on each of May 15, 2009, 2010, 2011, 2012, and 2013.