Washington, D.C. 20549

TYLER TECHNOLOGIES, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

902252105

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

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

 

 

CUSIP No.		902252105

CUSIP No.		902252105

CUSIP No.		902252105

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)	o	A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
	(b)	o	A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	o	An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	o	An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	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)	o	A non-U.S. institution in accordance with §240.13d—1(b)(1)(ii)(J);
	(k)	o	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 o.

Item 6.       Ownership of More than 5 Percent 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, 2011		MSD CAPITAL, L.P.
		By:		MSD Capital Management LLC
		Its:		General Partner
		By:		/s/ Marc R. Lisker
		Name:		Marc R. Lisker
		Title:		Manager and General Counsel
		MSD TORCHLIGHT, L.P.
		By:		MSD Capital, L.P.
		Its:		General Partner
		By:		MSD Capital Management LLC
		Its:		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
24.1		Joint Filing Agreement and Power of Attorney (furnished herewith)