Loudermilk Kyle Justin - 30 Jun 2022 Form 4 Insider Report for GSE SYSTEMS INC

Signature
/s/ Kyle Justin Loudermilk
Issuer symbol
N/A
Transactions as of
30 Jun 2022
Net transactions value
-$71,069
Form type
4
Filing time
01 Jul 2022, 17:01:16 UTC
Previous filing
16 Jun 2022
Next filing
22 Nov 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GVP Common Stock Tax liability $40,569 -32,455 -3.4% $1.25 916,671 30 Jun 2022 Direct F1
transaction GVP Common Stock Options Exercise +50,000 +5.5% 966,671 30 Jun 2022 Direct F2
transaction GVP Common Stock Tax liability $30,500 -24,400 -2.5% $1.25 942,271 30 Jun 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 -50,000 -8.3% 550,000 30 Jun 2022 Common Stock 50,000 Direct F2, F3
transaction GVP Performance Rights Options Exercise -25,000 -4.5% 525,000 30 Jun 2022 Common Stock 25,000 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 66,505 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 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
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 50,000 PRs and the issuance of 50,000 shares of Common Stock, of which 24,400 shares of Common Stock were withheld by the Issuer for payment of applicable taxes owed due to the vesting of the 50,000 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 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. 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 25,000 multiplied by the fair market value per share of Issuer Common Stock as of June 30, 2022.