Pepe Emmett Anthony - Dec 31, 2022 Form 4 Insider Report for GSE SYSTEMS INC (GVP)

Role: Chief Financial Officer
Signature: /s/ Emmett Pepe
Stock symbol: GVP
Transactions as of: Dec 31, 2022
Transactions value $: -$7,032
Form type: 4
Date filed: 1/4/2023, 04:27 PM
Previous filing: Oct 4, 2022
Next filing: Apr 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GVP	Common Stock	Tax liability	-$4.32K	-6K	-1.51%	$0.72	392K	Dec 31, 2022	Direct	F1
transaction	GVP	Common Stock	Options Exercise		+12.5K	+3.19%		405K	Dec 31, 2022	Direct	F2
transaction	GVP	Common Stock	Tax liability	-$2.71K	-3.76K	-0.93%	$0.72	401K	Dec 31, 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		-12.5K	-7.69%		150K	Dec 31, 2022	Common Stock	12.5K		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 19,940 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. 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 December 31, 2022, the SC was satisfied with respect to 12/31/2022, resulting in the vesting of 12,500 PRs and the issuance of 12,500 shares of Common Stock, of which 3,763 shares of Common Stock were withheld by the Issuer for payment of applicable taxes owed due to the vesting of the 12,500 PRs as provided by a restricted share unit agreement between the Reporting Person and the Issuer.