TYLER TECHNOLOGIES INC — Director's Dealing 2022

Mar 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TYLER TECHNOLOGIES INC (TYL)
CIK: 0000860731
Period of Report: 2022-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-01	Common Stock	M	9000	—	Acquired	108788	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-01	Performance-Based Restricted Stock Unit	$	M	9000	Acquired		Common Stock (9000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45150	Indirect

Footnotes

F1: Performance-based restricted stock units convert into common stock based upon percentage of target performance achieved.

F2: Includes shares owned indirectly by the reporting person, as follows: (a) 5,650 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) 39,500 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 March 1, 2019, the reporting person was granted performance-based restricted stock units based upon cumulative revenue growth over a three-year period ending on December 31, 2021 and continued employment through March 1, 2022. The number of vested units settled by the issuer in issuer common stock on such date reflects actual performance equal to 120% of target performance (whereas the number of units originally reported in connection with the grant reflected assumed target performance).