FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Farrell David M
  2. Issuer Name and Ticker or Trading Symbol
GTY Technology Holdings Inc. [GTYH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
COO OF GTY AND CEO OF SHERPA
(Last)
(First)
(Middle)
C/O GTY TECHNOLOGY HOLDINGS INC., 800 BOYLSTON STREET, 16TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
03/04/2022
(Street)

BOSTON, MA 02199		 4. If Amendment, Date Original Filed (Month/Day/Year)
03/09/2022		 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 03/04/2022   M   82,250 A (1) 434,973 D  
Common Stock 03/04/2022   F(2)   25,899 D $ 3.7822 (3) 409,074 D  

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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 Underlying Securities
(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 of Derivative Security: 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
Performance Restricted Stock Units (1) 03/04/2022   M     82,250   (1)   (1) Common Stock 82,250 (1) 47,422 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Farrell David M
C/O GTY TECHNOLOGY HOLDINGS INC.
800 BOYLSTON STREET, 16TH FLOOR
BOSTON, MA 02199		       COO OF GTY AND CEO OF SHERPA  

Signatures

 /s/ Jon C. Bourne, Attorney-in-Fact   03/16/2022
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 82,250 performance-based restricted stock units vested on February 19, 2022, composed of 75,000 performance-based restricted stock units granted on October 31, 2019 and an additional 7,500 performance-based restricted stock units granted on February 19, 2022 for exceeding performance goals. Common stock resulting from the vesting of all of these performance-based restricted stock units was issued on March 4, 2022. Restricted stock units convert into common stock on a one-for-one basis.
(2) 25,899 shares of common stock were withheld for the payment of taxes applicable to the settlement of the restricted stock units.
(3) This transaction was executed in multiple trades at prices ranging from $3.71 to $3.93. The price reported above reflects a weighted average sale price. The reporting person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or a security holder of issuer full information regarding the number of shares and prices at which the transaction was effected.
 
Remarks:
This amendment is being filed to account for an inadvertent error in the calculation of the amount of performance-based restricted stock units beneficially owned following the reported transactions and to clarify the grant on February 19, 2022 of 7,500 performance based restricted stock units for exceeding performance goals.

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