Loudermilk Kyle Justin - Mar 18, 2022 Form 4 Insider Report for GSE SYSTEMS INC (GVP)

Role: Chief Executive Officer & Pres, Director
Signature: /s/ Kyle Justin Loudermilk
Stock symbol: GVP
Transactions as of: Mar 18, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/22/2022, 04:37 PM
Previous filing: Jan 4, 2022
Next filing: Apr 1, 2022

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	Award	$0	+400K		$0.00	400K	Mar 18, 2022	Common Stock	400K		Direct	F1
transaction	GVP	Performance Rights	Award	$0	+200K	+50%	$0.00	600K	Mar 18, 2022	Common Stock	200K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	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.
F2	Each performance right represents a contingent right to receive a cash payment in an amount equal to the fair market value of one share of Issuer Common Stock upon vesting. The performance rights vest, if at all, upon the occurrence of the same two vesting conditions as are described in Note 1 above.

Content

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.

Each performance right represents a contingent right to receive a cash payment in an amount equal to the fair market value of one share of Issuer Common Stock upon vesting. The performance rights vest, if at all, upon the occurrence of the same two vesting conditions as are described in Note 1 above.