TYLER TECHNOLOGIES INC — Director's Dealing 2021

Mar 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TYLER TECHNOLOGIES INC (TYL)
CIK: 0000860731
Period of Report: 2021-02-26

Reporting Person: MILLER BRIAN K (Executive VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-26	Common Stock	M	2400	—	Acquired	23008	Direct
2021-02-26	Common Stock	F	628	$461.31	Disposed	22380	Direct
2021-03-01	Common Stock	M	5486	$205.66	Acquired	27866	Direct
2021-03-01	Common Stock	S	5000	$473.79	Disposed	22866	Direct
2021-03-01	Common Stock	M	5000	—	Acquired	27866	Direct
2021-03-01	Common Stock	F	1968	$463.42	Disposed	25898	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-26	Restricted Stock Unit	$	M	2400	Disposed		Common Stock (2400)	Direct
2021-03-01	Option	$205.66	M	5486	Disposed	2018-02-26	Common Stock (5486)	Direct
2021-03-01	Performance-based Restricted Stock Unit	$	M	5000	Disposed		Common Stock (5000)	Direct
2021-03-01	Performance-based Restricted Stock Unit	$	A	3333	Acquired		Common Stock (3333)	Direct
2021-03-01	Performance-based Restricted Stock Unit	$	A	838	Acquired		Common Stock (838)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26781	Indirect

Footnotes

F1: Restricted stock units convert into common stock on a one-to-one basis.

F2: Excluded 26,781 shares previously owned directly, which were contributed to three family trusts on December 28, 2020.

F3: Acquired through the exercise of options.

F4: Reflects the average sales price for the reported transaction. 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.

F5: Performance-based restricted stock units convert into common stock based upon percentage of target performance achieved.

F6: Includes shares owned indirectly by the reporting person as follows: (a) 17,455 shares owned indirectly, which ae owned by a family trust for which the reporting person's spouse is the beneficiary and trustee; (b) 4,583 shares owned indirectly, which are owned by a family trust for which one of the reporting person's children is a beneficiary and the reporting person is the trustee; and (c) 4,743 shares owned indirectly, which are owned by a family trust for which one of the reporting person's children is a beneficiary and the reporting person is the trustee.

F7: On May 9, 2018, the reporting person was granted 36,000 restricted stock units, to vest in equal installments on the first, second, third, fourth and fifth anniversaries of the vesting commencement date of February 26, 2018 and settled by the issuer on the respective anniversary dates, subject to the terms and conditions of the issuer's 2018 Stock Incentive Plan.

F8: Option has graded vesting. Date exercisable will vary with each vesting tranche.

F9: On June 1, 2018, the reporting person was granted performance-based restricted stock units based upon cumulative revenue growth over a three-year performance period ending on December 31, 2020 and continued employment through March 1, 2021. The number of vested units settled by the issuer in issuer common stock on such date reflects actual performance equal to 100% of target performance, the stated number of units awarded.

F10: Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.

F11: Vesting is subject to the issuer's achievement of long-term performance goals based upon cumulative recurring revenue growth over the three-year performance period ending December 31, 2023 and continued employment through March 1, 2024. The number of vested restricted stock units will be settled by the issuer in issuer common stock on such date. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 150% of the number of restricted stock units awarded.

F12: Vesting is subject to the issuer's achievement of short-term performance goals based upon non-GAAP earnings per share for the one-year performance period ending December 31, 2021 and continued employment through March 1, 2022. The number of vested restricted stock units will be settled by the issuer in issuer common stock on such date. The stated number of restricted stock units awarded reflects target performance. Depending upon actual performance during the performance period, the actual number of restricted stock units vested may range from 0% to 175% of the number of restricted stock units awarded.