TYLER TECHNOLOGIES INC — Director's Dealing 2015

Nov 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TYLER TECHNOLOGIES INC (TYL)
CIK: 0000860731
Period of Report: 2015-11-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-04	Common Stock	M	25000	$15	Acquired	453646	Direct
2015-11-04	Common Stock	S	25000	$171.47	Disposed	428646	Direct
2015-11-05	Common Stock	M	20037	$15	Acquired	448683	Direct
2015-11-05	Common Stock	S	20037	$170.24	Disposed	428646	Direct
2015-11-06	Common Stock	M	30000	$15	Acquired	458646	Direct
2015-11-06	Common Stock	S	30000	$169.08	Disposed	428646	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-04	Option	$15	M	25000	Disposed	2018-05-15	Common Stock (25000)	Direct
2015-11-05	Option	$15	M	20037	Disposed	2018-05-15	Common Stock (20037)	Direct
2015-11-06	Common Stock	$15	M	30000	Disposed	2018-05-15	Common Stock (30000)	Direct

Footnotes

F1: 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) 119,527 shares held in a 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.

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 a 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.

F3: Grant has graded vesting. Date exercisable will vary with each vesting tranche.