TYLER TECHNOLOGIES INC — Director's Dealing 2017

Dec 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TYLER TECHNOLOGIES INC (TYL)
CIK: 0000860731
Period of Report: 2017-12-05

Reporting Person: MARR JOHN S JR (Director, CEO and Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-05	Common Stock	M	17000	$39.36	Acquired	351457	Indirect
2017-12-05	Common Stock	S	17000	$184.93	Disposed	334457	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-05	Option	$39.36	M	17000	Disposed	2022-06-15	Common Stock (17000)	Direct

Footnotes

F1: Acquired through the exercise of options.

F2: Includes shares owned both directly and indirectly by the reporting person, as follows: (a) 238,930 shares owned directly; (b) 28,000 shares owned indirectly, which are held in a descendant's trust in which Mr. Marr is deemed to have shared voting and/or dispositive power; and (c) 84,527 shares owned indirectly, which are 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). The reporting person disclaims beneficial ownership of the securities that are identified as owned indirectly except to the extent of his pecuniary interest therein.

F3: Reflects the average sales price for the reported transactions ($184.93). The shares were sold in two transactions of 5,000 shares at a price of $184.85 and 12,000 shares at a price of $184.96.

F4: Includes shares owned both directly and indirectly by the reporting person, as follows: (a) 221,930 shares owned directly; (b) 28,000 shares owned indirectly, which are held in a descendant's trust in which Mr. Marr is deemed to have shared voting and/or dispositive power; and (c) 84,527 shares owned indirectly, which are 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). The reporting person disclaims beneficial ownership of the securities that are identified as owned indirectly except to the extent of his pecuniary interest therein.

F5: Option has graded vesting. Date exercisable will vary with each vesting tranche.