TYLER TECHNOLOGIES INC — Director's Dealing 2018

May 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TYLER TECHNOLOGIES INC (TYL)
CIK: 0000860731
Period of Report: 2018-05-14

Reporting Person: MARR JOHN S JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-14	Common Stock	S	7500	$229.43	Disposed	304430	Indirect
2018-05-14	Common Stock	S	7500	$231.35	Disposed	296930	Indirect
2018-05-15	Common Stock	M	15000	$54.45	Acquired	311930	Indirect
2018-05-15	Common Stock	S	15000	$226.16	Disposed	296930	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-15	Option	$54.45	M	15000	Disposed	2023-02-11	Common Stock (15000)	Direct

Footnotes

F1: Includes shares owned both directly and indirectly by the reporting person, as follows: (a) 221,930 shares owned directly; (b) 15,500 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) 67,000 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.

F2: Includes shares owned both directly and indirectly by the reporting person, as follows: (a) 221,930 shares owned directly; (b) 15,500 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) 59,500 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: Acquired through the exercise of options.

F4: Includes shares owned both directly and indirectly by the reporting person, as follows: (a) 236,930 shares owned directly; (b) 15,500 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) 59,500 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: Includes shares owned both directly and indirectly by the reporting person, as follows: (a) 221,930 shares owned directly; (b) 15,500 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) 59,500 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: Option has graded vesting. Date exercisable will vary with each vesting tranche.