Pepe Emmett Anthony - 18 Mar 2022 Form 4 Insider Report for GSE SYSTEMS INC

Role: Chief Financial Officer
Signature: /s/ Emmett Pepe
Issuer symbol: N/A
Transactions as of: 18 Mar 2022
Net transactions value: $0
Form type: 4
Filing time: 22 Mar 2022, 16:38:35 UTC
Previous filing: 04 Jan 2022
Next filing: 01 Apr 2022
SEC: View on sec.gov

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	Other		-104,000	-100%		0	18 Mar 2022	Common Stock	104,000		Direct	F1
transaction	GVP	Performance Rights	Award	$0	+200,000		$0.000000	200,000	18 Mar 2022	Common Stock	200,000		Direct	F2

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

Explanation of Responses:

Id	Content
F1	On July 1, 2016, the reporting person was granted 200,000 performance-restricted stock units (RSUs) in connection with his service as the Chief Financial Officer and Treasurer of the Issuer. As of the Transaction Date, 104,000 of those RSUs remained outstanding and unvested, expiring December 31, 2022. On the Transaction Date, the reporting person and the Issuer entered into an agreement pursuant to which the outstanding unvested RSUs were cancelled and rescinded as of the Transaction Date.
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. 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.

Content

On July 1, 2016, the reporting person was granted 200,000 performance-restricted stock units (RSUs) in connection with his service as the Chief Financial Officer and Treasurer of the Issuer. As of the Transaction Date, 104,000 of those RSUs remained outstanding and unvested, expiring December 31, 2022. On the Transaction Date, the reporting person and the Issuer entered into an agreement pursuant to which the outstanding unvested RSUs were cancelled and rescinded as of the Transaction Date.

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. 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.