TYLER TECHNOLOGIES INC — Director's Dealing 2020

May 8, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TYLER TECHNOLOGIES INC (TYL)
CIK: 0000860731
Period of Report: 2020-05-06

Reporting Person: MARR JOHN S JR (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-06	Common Stock	M	30000	$54.45	Acquired	301467	Indirect
2020-05-06	Common Stock	S	30000	$326.0932	Disposed	271467	Indirect
2020-05-07	Common Stock	M	20000	$68.17	Acquired	291467	Indirect
2020-05-07	Common Stock	S	20000	$332.758	Disposed	271467	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-06	Option	$54.45	M	30000	Disposed	2023-02-11	Common Stock (30000)	Direct
2020-05-07	Option	$68.17	M	20000	Disposed	2023-06-14	Common Stock (20000)	Direct

Footnotes

F1: Acquired through the exercise of stock options.

F2: Includes shares owned both directly and indirectly by the reporting person, as follows: (a) 226,317 shares owned directly; (b) 15,650 shares owned indirectly, which are held in two trusts for which family members are beneficiaries and for which Mr. Marr is a co-trustee and is deemed to have shared voting and 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 identified as owned indirectly except to the extent of his pecuniary interest therein

F3: Reflects the average sales price for the reported transactions. The shares were sold in multiple transactions. The reporting person will provide to the Commission, the issuer or any stockholder, upon request, full information regarding the number of shares sold at each separate price.

F4: Includes shares owned both directly and indirectly by the reporting person, as follows: (a) 196,317 shares owned directly; (b) 15,650 shares owned indirectly, which are held in two trusts for which family members are beneficiaries and for which Mr. Marr is a co-trustee and is deemed to have shared voting and 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 identified as owned indirectly except to the extent of his pecuniary interest therein.

F5: Acquired through the exercise of stock options

F6: Includes shares owned both directly and indirectly by the reporting person, as follows: (a) 216,317 shares owned directly; (b) 15,650 shares owned indirectly, which are held in two trusts for which family members are beneficiaries and for which Mr. Marr is a co-trustee and is deemed to have shared voting and 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 identified as owned indirectly except to the extent of his pecuniary interest therein.

F7: Reflects the average sales price for the reported transactions. The shares were sold in multiple transactions. The reporting person will provide to the Commission, the issuer or any stockholder, upon request, full information regarding the number of shares sold at each separate price.

F8: Includes shares owned both directly and indirectly by the reporting person, as follows: (a) 196,317 shares owned directly; (b) 15,650 shares owned indirectly, which are held in two trusts for which family members are beneficiaries and for which Mr. Marr is a co-trustee and is deemed to have shared voting and 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 identified as owned indirectly except to the extent of his pecuniary interest therein.

F9: Option has graded vesting. Date exercisable will vary with each vesting tranche.