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

Signature
/s/ Loudermilk Kyle Justin
Stock symbol
GVP
Transactions as of
Dec 31, 2023
Transactions value $
$49,315
Form type
4
Date filed
1/3/2024, 04:52 PM
Previous filing
Nov 27, 2023
Next filing
Apr 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GVP Common Stock Tax liability -$4.3K -2.14K -1.72% $2.01 122K Dec 31, 2023 Direct F1
transaction GVP Common Stock Options Exercise +2.5K +2.05% 124K Dec 31, 2023 Direct F2
transaction GVP Common Stock Tax liability $2.43K +1.21K +0.99% $2.01 123K Dec 31, 2023 Direct F3
transaction GVP Common Stock Award $99K +49.3K +39.96% $2.01 173K Dec 31, 2023 Direct F5
transaction GVP Common Stock Tax liability -$47.8K -23.8K -13.79% $2.01 149K Dec 31, 2023 Direct F6

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 +2.5K +4.78% 54.8K Dec 31, 2023 Common Stock 2.5K Direct F2, F3
transaction GVP Performance Rights Options Exercise +1.25K +2.39% 53.6K Dec 31, 2023 Common Stock 1.25K 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 4,431 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 lssuer 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, I2/31/2022,3/31/2023. 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 2,500 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. 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 me 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 December 31, 2023, the SC was satisfied with respect to December 31, 2023, resulting in the vesting of 2,500 PRs and the issuance of 2,500 shares of Common Stock, of which 1,208 shares of Common Stock were withheld by the Issuer for payment of applicable taxes owed due to the vesting of the 2,500 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 December 31, 2023, the SC was satisfied with respect to December 31, 2023, resulting in the vesting of 1,250 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 1,250 multiplied by the fair market value per share of Issuer Common Stock as of December 31, 2023.
F5 These restricted share units were granted to Mr. Loudermilk for his services as the Chief Executive Officer of the Issuer.
F6 Shares withheld by the Issuer for payment of applicable taxes owed due to the vesting of 49,262 restricted share units pursuant to two restricted share unit agreements between the Reporting Person and the Issuer.