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).
1. Name and Address of Reporting Person*
MILLER BRIAN K
(Last) (First) (Middle)
5101 TENNYSON PARKWAY
(Street)
PLANO TX 75024
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2021
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)
Code V Amount (A) or (D) Price
Common Stock 02/26/2021 M 2,400 A (1) 23,008 D(2)
Common Stock 02/26/2021 F 628 D $461.31 22,380 D
Common Stock 03/01/2021 M 5,486 A $205.66(3) 27,866 D
Common Stock 03/01/2021 S 5,000 D $473.79(4) 22,866 D
Common Stock 03/01/2021 M 5,000 A (5) 27,866 D
Common Stock 03/01/2021 F 1,968 D $463.42 25,898 D
Common Stock 26,781 I See footnote (6)(6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (1) 02/26/2021 M 2,400 (7) (7) Common Stock 2,400 $0 4,800 D
Option $205.66 03/01/2021 M 5,486 (8) 02/26/2018 Common Stock 5,486 $0 33,542 D
Performance-based Restricted Stock Unit (5) 03/01/2021 M 5,000 (9) (9) Common Stock 5,000 $0 0 D
Performance-based Restricted Stock Unit (10) 03/01/2021 A 3,333 (11) (11) Common Stock 3,333 $0 3,333 D
Performance-based Restricted Stock Unit (10) 03/01/2021 A 838 (12) (12) Common Stock 838 $0 838 D
Explanation of Responses:
1. Restricted stock units convert into common stock on a one-to-one basis.
2. Excluded 26,781 shares previously owned directly, which were contributed to three family trusts on December 28, 2020.
3. Acquired through the exercise of options.
4. 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.
5. Performance-based restricted stock units convert into common stock based upon percentage of target performance achieved.
6. 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.
7. 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.
8. Option has graded vesting. Date exercisable will vary with each vesting tranche.
9. 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.
10. Each performance-based restricted stock unit represents a contingent right to receive one share of issuer common stock.
11. 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.
12. 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.
Randall G. Ray, attorney-in-fact 03/02/2021
** 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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