Pepe Emmett Anthony - 31 Mar 2023 Form 4 Insider Report for GSE SYSTEMS INC

Role: Chief Financial Officer
Signature: /s/ Pepe Emmett Anthony
Issuer symbol: N/A
Transactions as of: 31 Mar 2023
Net transactions value: -$7,983
Form type: 4
Filing time: 04 Apr 2023, 16:24:28 UTC
Previous filing: 04 Jan 2023
Next filing: 07 Apr 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GVP	Common Stock	Tax liability	$4,907	-7,060	-1.8%	$0.6950	393,726	31 Mar 2023	Direct	F1
transaction	GVP	Common Stock	Options Exercise		+12,500	+3.2%		406,226	31 Mar 2023	Direct	F2
transaction	GVP	Common Stock	Tax liability	$3,076	-4,426	-1.1%	$0.6950	401,800	31 Mar 2023	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GVP	Performance Rights	Options Exercise		-12,500	-8.3%		137,500	31 Mar 2023	Common Stock	12,500		Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares withheld by the Issuer for payment of applicable taxes owed due to the vesting of 19,940 restricted share units pursuant to two restricted share unit agreements between the Reporting Person and the Issuer.
F2	Each performance right (PR) is a contingent right to receive one share of Issuer Common Stock. PRs vest upon satisfaction of a Service Condition (SC) and a Stock Price Performance Condition (SPPC). The SC is satisfied for sixteen dates (3/31/2022, 6/30/2022, 9/30/2022, 12/31/2022, 3/31/2023, 6/30/2023, 9/30/2023, 12/31/2023, 3/31/2024, 6/30/2024, 9/30/2024, 12/31/2024, 3/31/2025, 6/30/2025, 9/30/2025, and 12/31/2025) if the Issuer has continuously employed the reporting person through that SC date, and 12,500 PRs then will be eligible to vest if the SPPC also has been met. The SPPC requires the Volume Weighted Average Price of the Issuer's Common Stock as quoted on NASDAQ to be at least $1.94 measured over a 20 consecutive trading day period. Once the SPPC is met, PRs that remain unvested shall vest upon satisfaction of each future SC.
F3	On June 14, 2022, the Compensation Committee of the Board of Directors of the Issuer certified that the SPPC applicable to these PRs had been satisfied. Accordingly, on March 31, 2023, the SC was satisfied with respect to March 31, 2023, resulting in the vesting of 12,500 PRs and the issuance of 12,500 shares of Common Stock, of which 4,426 shares of Common Stock were withheld by the Issuer for payment of applicable taxes owed due to the vesting of the 12,500 PRs as provided by a restricted share unit agreement between the Reporting Person and the Issuer.