TYLER TECHNOLOGIES INC — Director's Dealing 2023

Mar 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TYLER TECHNOLOGIES INC (TYL)
CIK: 0000860731
Period of Report: 2023-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-01	Common Stock	M	3999	—	Acquired	23635.682	Direct
2023-03-01	Common Stock	F	1574	$320.1	Disposed	22061.682	Direct
2023-03-01	Common Stock	M	1421	—	Acquired	23482.682	Direct
2023-03-01	Common Stock	F	550	$320.1	Disposed	22932.682	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-01	Performance-Based Restricted Stock Unit	$	M	3999	Disposed		Common Stock (3999)	Direct
2023-03-01	Performance-Based Restricted Stock Unit	$	M	1421	Disposed		Common Stock (1421)	Direct
2023-03-01	Performance-Based Restricted Stock Unit	$	A	4771	Acquired		Common Stock (4771)	Direct
2023-03-01	Performance-Based Restricted Stock Unit	$	A	4771	Acquired		Common Stock (4771)	Direct
2023-03-01	Performance-Based Restricted Stock Unit	$	A	1327	Acquired		Common Stock (1327)	Direct
2023-03-01	Restricted Stock Unit	$	A	1390	Acquired		Common Stock (1390)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26781	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) 17,455 shares owned indirectly, which are 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.

F3: On March 1, 2020, the reporting person was granted performance-based restricted stock units based upon cumulative revenue growth over a three-year period ending on December 31, 2022 and continued employment through March 1, 2023. 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).

F4: On March 1, 2022, the reporting person was granted performance-based restricted stock units based upon non-GAAP earnings per share for the one-year period ending December 31, 2022 and continued employment through March 1, 2023. The number of vested units settled by the issuer in issuer common stock on such date reflects actual performance equal to 110% of target performance (whereas the number of units originally reported in connection with the grant reflected assumed target performance).

F5: Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.

F6: 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, 2025 and continued employment through March 1, 2026. 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 restricted stock units awarded.

F7: Vesting is subject to the issuer's achievement of long-term performance goals based upon operating margin for the year ending December 31, 2025 and continued employment through March 1, 2026. 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 restricted stock units awarded.

F8: 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, 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 175% of the restricted stock units awarded.

F9: Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.

F10: The restricted stock units vest in equal installments on each of the first, second, and third anniversaries of the date of grant and will be settled by the Issuer on such dates, subject to the terms and conditions of the Issuer's 2018 Stock Incentive Plan.