Pepe Emmett Anthony - Mar 18, 2022 Form 4 Insider Report for GSE SYSTEMS INC (GVP)

Role: Chief Financial Officer
Signature: /s/ Emmett Pepe
Stock symbol: GVP
Transactions as of: Mar 18, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/22/2022, 04:38 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	Other		-104K	-100%		0	Mar 18, 2022	Common Stock	104K		Direct	F1
transaction	GVP	Performance Rights	Award	$0	+200K		$0.00	200K	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	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person and the Issuer entered into an agreement pursuant to which the outstanding unvested RSUs were cancelled and rescinded as of the Transaction Date.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.