Pepe Emmett Anthony - Jun 30, 2022 Form 4 Insider Report for GSE SYSTEMS INC (GVP)

Role: Chief Financial Officer
Signature: /s/ Emmett Pepe
Stock symbol: GVP
Transactions as of: Jun 30, 2022
Transactions value $: -$21,089
Form type: 4
Date filed: 7/1/2022, 04:58 PM
Previous filing: Apr 6, 2022
Next filing: Oct 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GVP	Common Stock	Tax liability	-$11.7K	-9.35K	-2.41%	$1.25	378K	Jun 30, 2022	Direct	F1
transaction	GVP	Common Stock	Options Exercise		+25K	+6.62%		403K	Jun 30, 2022	Direct	F2
transaction	GVP	Common Stock	Tax liability	-$9.41K	-7.53K	-1.87%	$1.25	395K	Jun 30, 2022	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	-12.5%		175K	Jun 30, 2022	Common Stock	25K		Direct	F2, F3

* 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 31,042 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 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 S
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 June 30, 2022, the SC was satisfied with respect to 3/31/2022 and 6/30/2022, resulting in the vesting of 25,000 PRs and the issuance of 25,000 shares of Common Stock, of which 7,526 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.