Schedule 13G Amendment No. 3

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

 

TYLER TECHNOLOGIES, INC.

(Name of issuer)

 

 

 

Common Stock

(Title of class of securities)

 

902252105

(CUSIP number)

 

December 31, 2011

(Date of event which requires filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

*  

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219-7673

(214) 651-5562

 

 

 


SCHEDULE 13G

 

CUSIP No. 902252105  

 

  (1)   

Names of reporting persons

 

MSD Capital, L.P.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨ (b)  x

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

(5) 

  

Sole voting power

 

0

  

(6)

  

Shared voting power

 

1,355,800

  

(7)

  

Sole dispositive power

 

0

  

(8)

  

Shared dispositive power

 

1,355,800

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

1,355,800

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

4.6%

(12)

 

Type of reporting person (see instructions)

 

PN


SCHEDULE 13G

 

CUSIP No. 902252105  

 

  (1)   

Names of reporting persons

 

MSD Torchlight, L.P.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨ (b)  x

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

(5) 

  

Sole voting power

 

0

  

(6)

  

Shared voting power

 

1,355,800

  

(7)

  

Sole dispositive power

 

0

  

(8)

  

Shared dispositive power

 

1,355,800

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

1,355,800

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

4.6%

(12)

 

Type of reporting person (see instructions)

 

PN


SCHEDULE 13G

 

CUSIP No. 902252105  

 

  (1)   

Names of reporting persons

 

Michael S. Dell

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨ (b)  x

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

United States

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

(5) 

  

Sole voting power

 

0

  

(6)

  

Shared voting power

 

1,355,800

  

(7)

  

Sole dispositive power

 

0

  

(8)

  

Shared dispositive power

 

1,355,800

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

1,355,800

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

4.6%

(12)

 

Type of reporting person (see instructions)

 

IN


Item 1.

 

  (a)

Name of Issuer

TYLER TECHNOLOGIES, INC.

 

  (b)

Address of Issuer’s Principal Executive Offices

5949 Sherry Lane, Suite 1400, Dallas, TX 75225

Item 2.

 

  (a)

Name of Person Filing

This statement is jointly filed by and on behalf of each of MSD Capital, L.P., MSD Torchlight, L.P. and Michael S. Dell. MSD Torchlight is the record and direct beneficial owner of the securities covered by this statement. MSD Capital is the general partner of, and may be deemed to beneficially own securities owned by, MSD Torchlight. MSD Capital Management LLC is the general partner of, and may be deemed to beneficially own securities owned by, MSD Capital. Michael S. Dell is the controlling member of, and may be deemed to beneficially own securities owned by, MSD Capital Management. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

 

  (b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of each reporting person is c/o MSD Capital, L.P., 645 Fifth Avenue, 21st Floor, New York, New York 10022.

 

  (c)

Citizenship

See Item 4 on the cover page(s) hereto.

 

  (d)

Title of Class of Securities

Common Stock

 

  (e)

CUSIP Number

902252105


Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

 

  (a)  ¨

A broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

 

  (b)  ¨

A bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

 

  (c)  ¨

An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

 

  (d)  ¨

An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

  (e)  ¨

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

  (f)  ¨

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

  (g)  ¨

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

  (h)  ¨

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i)  ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

  (j)  ¨

A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

 

  (k)  ¨

A group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

Item 4. Ownership

 

  (a)

Amount beneficially owned: See Item 9 on the cover page(s) hereto.

 

  (b)

Percent of class: See Item 11 on the cover page(s) hereto.

 

  (c)

Number of shares as to which such person has:

 

  (i)

Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.

 

  (ii)

Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

 

  (iii)

Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

 

  (iv)

Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

 

Item 5. Ownership of 5% or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.


Item 6. Ownership of More than 5% on Behalf of Another Person

Not Applicable

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable

 

Item 8. Identification and Classification of Members of the Group

Not Applicable

 

Item 9. Notice of Dissolution of Group

Not Applicable

 

Item 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2012

    MSD CAPITAL, L.P.
   

By:

Its:

 

MSD Capital Management LLC

General Partner

    By:   /s/ Marc R. Lisker         
      Name: Marc R. Lisker
      Title: Manager and General Counsel

 

    MSD TORCHLIGHT, L.P.
   

By:

Its:

 

MSD Capital, L.P.

General Partner

   

By:

Its:

 

MSD Capital Management LLC

General Partner

    By:   /s/ Marc R. Lisker         
      Name: Marc R. Lisker
      Title: Manager and General Counsel

 

    MICHAEL S. DELL
    By:   /s/ Marc R. Lisker         
      Name: Marc R. Lisker
      Title: Attorney-in-Fact


EXHIBIT INDEX

 

Exhibit

  

Description of Exhibit

24.2    Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Schedule 13G relating to the common units of Atlas Energy, L.P. filed February 22, 2011 by MSD Capital, L.P., MSD Energy Investments, L.P. and Michael S. Dell with the Securities and Exchange Commission)
99.1    Joint Filing Agreement (filed herewith)