| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| SCHEDULE 13G* |
| (Rule 13d-102) |
| INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT |
| TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED |
| PURSUANT TO RULE 13d-2 |
| (Amendment No. 6)* |
| Tyler Technologies, Inc. |
|
Common
902252105
|
| December 31, 2012 |
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 on 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).
CUSIP No. 902252105
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1818 MASTER PARTNERS, LTD.
Tax ID. 98-0335961
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,408,069
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,408,069
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,408,069
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW [9]
7.88%
12. TYPE OF REPORTING PERSON*
CO
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD H. WITMER
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U. S. A.
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,408,069
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,408,069
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,408,069
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW [9]
7.88%
12. TYPE OF REPORTING PERSON*
IN
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIMOTHY E. HARTCH
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U. S. A.
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,408,069
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,408,069
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,408,069
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW [9]
7.88%
12. TYPE OF REPORTING PERSON*
IN
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BROWN BROTHERS HARRIMAN & CO.
13-4973745
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,408,069
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,408,069
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,408,069
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW [9]
7.88%
12. TYPE OF REPORTING PERSON*
HC
Item 1 (a). Name of Issuer:
TYLER TECHNOLOGIES, INC.
Item 1 (b). Address of issuer's
principal executive offices:
5949 SHERRY LANE
SUITE 1400
DALLAS, TX 75225
Item 2 (a). Name of persons
filing:
Brown Brothers Harriman & Co.
on behalf of itself and:
1818 Master Partners, Ltd.
Richard H. Witmer
Timothy E. Hartch
Item 2(b). Address of principal
business office:
140 Broadway
New York City, NY 10005
Item 2(c). Citizenship/Place of
Organization:
Brown Brothers Harriman & Co., New
York
1818 Master Partners, Ltd., Cayman
Richard H. Witmer, US Citizen
Timothy E. Hartch, US Citizen
Item 2(d). Title of class
of securities:
COMMON (the "Shares")
Item 2(e). CUSIP Number:
902252105
Item 3. If
this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership:
With respect
to the beneficial ownership of the reporting persons, see Items 5 through 11 of the respective cover pages to this Schedule
13G, which are incorporated herein by reference. By virtue of a resolution adopted by Brown Brothers Harriman & Co.
("BBH&Co.") on May 6, 2003, designating Richard H. Witmer and Timothy E. Hartch, or either of them, as the sole
and exclusive persons at BBH&Co. having voting power (including the power to vote or to direct the vote) and investment
power (including the power to dispose or to direct the disposition) with respect to all investments of 1818 Master Partners,
Ltd, each of Mssrs. Witmer and Hartch may be deemed to beneficially own 2,408,069 shares, pursuant to Rule 13d-3 of the
Act.
Item 5. Ownership of 5 Percent or Less of a Class
Not applicable.
Item 6. Ownership
of More than 5 Percent on Behalf of Another Person
The Shares are held by 1818 Master Partners, Ltd. on behalf of
investors in 1818 Partners, L.P. To the best of the undersigned's knowledge and belief, no other person has such an economic
interest relating to more than 5% of the class of reported shares.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
The
securities being reported are beneficially owned by 1818 Master Partners, Ltd., of which Brown Brothers Harriman & Co is
a control person based upon its holding of all the voting interests in, and directing the management of, 1818 Master
Partners, Ltd. A copy of the Agreement by and among Brown Brothers Harriman & Co., 1818 Master Partners, Ltd., Richard H.
Witmer and Timothy E. Hartch authorizing the filing of one Schedule 13G on behalf of each entity or individual is set forth
below:
Agreement
The undersigned hereby agree to file jointly the attached statement or amendment on
Schedule 13G and any further amendments thereto pursuant to Regulation 13G promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934. Such filing shall be made by Brown Brothers Harriman & Co. on its
behalf and on behalf of the other parties hereto.
Date: 12/31/12
BROWN
BROTHERS HARRIMAN & CO.
By: /s/ Richard H. Witmer
_______________________________
Name: Richard H. Witmer
Title: Partner
1818 MASTER PARTNERS,
LTD.
By: /s/ Richard H.
Witmer
_______________________________
Name: Richard H.
Witmer
Title: Director
RICHARD H.
WITMER
By: /s/ Richard H.
Witmer
_______________________________
Name: Richard H. Witmer, as
Partner, Brown Brothers
Harriman & Co., and in
individual capacity.
TIMOTHY E. HARTCH
By:
/s/ Timothy E. Hartch
_______________________________
Name: Timothy E. Hartch, as
Partner, Brown Brothers
Harriman & Co., and in
individual capacity.
Item 8. Identification and Classification of Members of the Group
Not
applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10.
Certification
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.
Disclaimer of Beneficial Ownership
The undersigned expressly
declare that the filing of this Schedule shall not be construed as an admission that the undersigned are, for purpose of
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, the beneficial owners of any securities covered by this
Schedule 13G.
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:
12/31/12
BROWN BROTHERS HARRIMAN & CO.
By: /s/ Richard H. Witmer
_______________________________
Name: Richard H. Witmer
Title: Partner
1818 MASTER PARTNERS, LTD.
By: /s/ Richard H. Witmer
_______________________________
Name: Richard H. Witmer
Title: Director
RICHARD H. WITMER
By: /s/ Richard H. Witmer
_______________________________
Name: Richard H. Witmer, as Partner, Brown Brothers
Harriman & Co., and in individual capacity.
TIMOTHY E. HARTCH
By: /s/ Timothy E. Hartch
_______________________________
Name: Timothy E. Hartch, as Partner, Brown Brothers
Harriman & Co., and in individual capacity.