Loudermilk Kyle Justin - Mar 31, 2023 Form 4 Insider Report for GSE SYSTEMS INC (GVP)

Signature
/s/ Loudermilk Kyle Justin
Stock symbol
GVP
Transactions as of
Mar 31, 2023
Transactions value $
-$26,058
Form type
4
Date filed
4/4/2023, 04:26 PM
Previous filing
Jan 4, 2023
Next filing
Apr 7, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GVP Common Stock Tax liability -$16.7K -24K -2.31% $0.70 1.01M Mar 31, 2023 Direct F1
transaction GVP Common Stock Options Exercise +25K +2.46% 1.04M Mar 31, 2023 Direct F2
transaction GVP Common Stock Tax liability -$9.4K -13.5K -1.3% $0.70 1.03M Mar 31, 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 +25K +6.06% 438K Mar 31, 2023 Common Stock 25K Direct F2, F3
transaction GVP Performance Rights Options Exercise +12.5K +3.03% 425K Mar 31, 2023 Common Stock 12.5K Direct F2, F4
* 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 44,300 restricted share units pursuant to two restricted share unit agreements between the Reporting Person and the Issuer.New Footnote
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 25,000 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. If the SPPC has not yet been met, then PRs eligible to vest due to satisfaction of a SC shall aggregate and vest upon later satisfaction of the SPPC. 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 25,000 PRs and the issuance of 25,000 shares of Common Stock, of which 13,526 shares of Common Stock were withheld by the Issuer for payment of applicable taxes owed due to the vesting of the 25,000 PRs as provided by a restricted share unit agreement between the Reporting Person and the Issuer.
F4 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. Pursuant to the restricted share unit agreement between the Reporting Person and the Issuer, a cash payment was made to the Reporting Person in an amount equal to 12,500 multiplied by the fair market value per share of Issuer Common Stock as of March 31, 2023.