TYLER TECHNOLOGIES INC — Director's Dealing 2021

Mar 2, 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: MARR JOHN S JR (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-26	Common Stock	M	7200	—	Acquired	86953	Direct
2021-03-01	Common Stock	M	7500	—	Acquired	94453	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-26	Restricted Stock Unit	$	M	7200	Acquired		Common Stock (7200)	Direct
2021-03-01	Restricted Stock Unit	$	M	7500	Acquired		Common Stock (7500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	60150	Indirect

Footnotes

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

F2: Includes shares owned indirectly by the reporting person, as follows: (a) 10,650 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 (b) 49,500 shares owned indirectly, which are held in 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: 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.

F4: Performance-based restricted stock units convert into common stock based upon percentage of target performance achieved.

F5: On June 1, 2018, the reporting person was granted performance-based restricted stock units based upon cumulative revenue growth over a three-year 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 target performance at 100% of the stated number of units awarded.