Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MARR JOHN S JR

(Last)

(First)

(Middle)

370 US ROUTE 1

(Street)

FALMOUTH

04105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TYLER TECHNOLOGIES INC [ TYL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chair of the Board

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/04/2024		M		6,000	A	$205.66⁽¹⁾	12,983	D
Common Stock	12/04/2024		S		229	D	$628.5948⁽²⁾	12,754	D
Common Stock	12/04/2024		S		200	D	$629.245⁽³⁾	12,554	D
Common Stock	12/04/2024		S		200	D	$630.01	12,354	D
Common Stock	12/04/2024		S		1,774	D	$632.7601⁽⁴⁾	10,580	D
Common Stock	12/04/2024		S		1,272	D	$633.7328⁽⁵⁾	9,308	D
Common Stock	12/04/2024		S		696	D	$634.6333⁽⁶⁾	8,612	D
Common Stock	12/04/2024		S		1,343	D	$635.3042⁽⁷⁾	7,269	D
Common Stock	12/04/2024		S		286	D	$636.3102⁽⁸⁾	6,983	D
Common Stock								51,388	I	See footnote (9)⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option	$205.66	12/04/2024		M			6,000	⁽¹⁰⁾	02/26/2028	Common Stock	6,000	$0	4,542	D

Explanation of Responses:

1. Acquired through the exercise of stock options.

2. Reflects the weighted average sale price. The shares were sold in multiple transactions at prices ranging from a low of $627.80 to a high of $628.71 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth with respect to this transaction and all sale transactions reported in this Form 4.

3. Reflects the weighted average sale price. The shares were sold in multiple transactions at prices ranging from a low of $628.87 to a high of $629.62 per share, inclusive.

4. Reflects the weighted average sale price. The shares were sold in multiple transactions at prices ranging from a low of $632.05 to a high of $633.02 per share, inclusive.

5. Reflects the weighted average sale price. The shares were sold in multiple transactions at prices ranging from a low of $633.18 to a high of $634.11 per share, inclusive.

6. Reflects the weighted average sale price. The shares were sold in multiple transactions at prices ranging from a low of $634.53 to a high of $634.86 per share, inclusive.

7. Reflects the weighted average sale price. The shares were sold in multiple transactions at prices ranging from a low of $635.12 to a high of $636.01 per share, inclusive.

8. Reflects the weighted average sale price. The shares were sold in multiple transactions at prices ranging from a low of $636.15 to a high of $636.38 per share, inclusive.

9. 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, (b) 12,738 shares owned indirectly, which are held in a revocable trust established by Mr. Marr's wife in which Mr. Marr's children are the beneficiaries and for which Mr. Marr is a co-trustee, and (c) 33,000 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.

10. Option has graded vesting. Dates exercisable will vary with each vesting tranche.

	Randall G. Ray, attorney-in-fact	12/06/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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