TYLER TECHNOLOGIES INC — Director's Dealing 2017

Nov 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TYLER TECHNOLOGIES INC (TYL)
CIK: 0000860731
Period of Report: 2017-11-01

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
2017-11-01	Common Stock	M	20000	$24.08	Acquired	359457	Indirect
2017-11-01	Common Stock	S	20000	$175.57	Disposed	339457	Indirect
2017-11-02	Common Stock	M	11848	$24.08	Acquired	351305	Indirect
2017-11-02	Common Stock	M	5400	$29.72	Acquired	356705	Indirect
2017-11-02	Common Stock	S	17248	$175.4309	Disposed	339457	Indirect
2017-11-03	Common Stock	M	10000	$29.72	Acquired	349457	Indirect
2017-11-03	Common Stock	S	10000	$173.35	Disposed	339457	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-01	Option	$24.08	M	20000	Disposed	2021-06-15	Common Stock (20000)	Direct
2017-11-02	Option	$24.08	M	11848	Disposed	2021-06-15	Common Stock (11848)	Direct
2017-11-02	Option	$29.72	M	5400	Disposed	2021-12-15	Common Stock (5400)	Direct
2017-11-03	Option	$29.72	M	10000	Disposed	2021-12-15	Common Stock (10000)	Direct

Footnotes

F1: Acquired through the exercise of options.

F2: Includes shares owned both directly and indirectly by the reporting person, as follows: (a) 241,930 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) 89,527 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: 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) 89,527 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.

F4: Acquired through the exercise of options.

F5: Includes shares owned both directly and indirectly by the reporting person, as follows: (a) 233,778 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) 89,527 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.

F6: Acquired through the exercise of options.

F7: Includes shares owned both directly and indirectly by the reporting person, as follows: (a) 239,178 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) 89,527 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.

F8: Reflects the average sales price for the reported transactions ($175.4309). The shares were sold in two transactions of 11,848 shares at a
price of $175.60 and 5,400 shares at a price of $175.06.

F9: 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) 89,527 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.

F10: Acquired through the exercise of options.

F11: Includes shares owned both directly and indirectly by the reporting person, as follows: (a) 231,930 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) 89,527 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.

F12: 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) 89,527 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.

F13: Option has graded vesting. Date exercisable will vary with each vesting tranche.

F14: Option has graded vesting. Date exercisable will vary with each vesting tranche.

F15: Option has graded vesting. Date exercisable will vary with each vesting tranche.

F16: Option has graded vesting. Date exercisable will vary with each vesting tranche.