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Form 4 TYLER TECHNOLOGIES INC For: Nov 24 Filed by: MARR JOHN S JR

November 25, 2014 4:29 PM EST
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 *
MARR JOHN S JR
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/24/2014
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 11/24/2014   M   15,304 A (1) 460,490 D (2)  
Common Stock 11/25/2014   G (3)   2,000 D $ 109 (4) 458,490 (2) D  
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
Option $ 13.29 11/24/2014   M     12,000   (5) 03/02/2017 Common Stock 12,000 $ 0 0 D  
Option $ 12.26 11/24/2014   M     3,304   (6) 06/15/2017 Common Stock 3,304 $ 0 0 D  
Explanation of Responses:
1. Acquired through the exercise of the following stock options: (a) 12,000 shares acquired through the exercise of stock options with an exercise price of $13.29 per share; and (b) 3,304 shares acquired through the exercise of stock options with an exercise price of $12.26 per share.
2. Includes indirect ownership of: (a) 28,000 shares held in a descendant's trust in which Mr. Marr is deemed to have shared voting power; and (b) 120,277 shares held in partnership in which Mr. Marr is the general partner and is deemed to have sole voting and investment power. The partnership is owned 99% by a trust, in which Mr. Marr's children are the beneficiaries, and 1% by the general partner.
3. Shares gifted to Mr. Marr's charitable trust.
4. Represents the closing sale price of Tyler common stock as reported by the NYSE on November 25, 2014.
5. Option grant has a graded vesting schedule from March 2, 2008 through March 2, 2012. Date exercisable will vary for each vesting tranche.
6. Option grant has a graded vesting schedule from June 15, 2008 through June 15, 2012. Date exercisable will vary with each vesting tranche.
/s/ John S. Marr, Jr. 11/25/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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