Loudermilk Kyle Justin - 31 Mar 2024 Form 4 Insider Report for GSE SYSTEMS INC

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
02 Apr 2024, 17:11:21 UTC
Prior SEC filing
03 Jan 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Loudermilk Kyle Justin

Key filing fact

Loudermilk Kyle Justin filed Form 4 for GSE SYSTEMS INC on 02 Apr 2024.

Key facts

  • This page summarizes Loudermilk Kyle Justin's Form 4 filing for GSE SYSTEMS INC.
  • 7 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 02 Apr 2024, 17:11.

Change

  • Previous filing in this sequence was filed on 03 Jan 2024.
  • Current net transaction value: +$81,086.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

GVP transaction

Common Stock

Tax liability

Transaction value
$2,005
Shares
-857
Change %
-0.58%
Price
$2.34
Shares after
147,886
Date
31 Mar 2024
Ownership
Direct
Footnotes
F1
GVP transaction

Common Stock

Options Exercise

Transaction value
Shares
+2,500
Change %
+1.7%
Price
Shares after
150,386
Date
31 Mar 2024
Ownership
Direct
Footnotes
F2
GVP transaction

Common Stock

Tax liability

Transaction value
$2,260
Shares
+966
Change %
+0.65%
Price
$2.34
Shares after
149,420
Date
31 Mar 2024
Ownership
Direct
Footnotes
F3
GVP transaction

Common Stock

Award

Transaction value
$131,646
Shares
+56,259
Change %
+38%
Price
$2.34
Shares after
205,679
Date
31 Mar 2024
Ownership
Direct
Footnotes
F5
GVP transaction

Common Stock

Tax liability

Transaction value
$50,815
Shares
-21,716
Change %
-11%
Price
$2.34
Shares after
183,963
Date
31 Mar 2024
Ownership
Direct
Footnotes
F6

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

GVP transaction Derivative

Performance Rights

Options Exercise

Transaction value
Shares
+2,500
Change %
+5.1%
Price
Shares after
51,063
Date
31 Mar 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
2,500
Exercise price
Footnotes
F2, F3
GVP transaction Derivative

Performance Rights

Options Exercise

Transaction value
Shares
+1,250
Change %
+2.6%
Price
Shares after
49,813
Date
31 Mar 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
1,250
Exercise price
Footnotes
F2, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

Shares withheld by the Issuer for payment of applicable taxes owed due to the vesting of 2,220 restricted share units pursuant to one restricted share unit agreement between the Reporting Person and the Issuer.

Footnote F2

Each performance right (PR) is a contingent right to receive one share of lssuer 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, I2/31/2022,3/31/2023. 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 2,500 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 me PRs that remain unvested shall vest upon satisfaction of each future SC.

Footnote 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 March 31, 2024, the SC was satisfied with respect to March 31, 2024, resulting in the vesting of 2,500 PRs and the issuance of 2,500 shares of Common Stock, of which 966 shares of Common Stock were withheld by the Issuer for payment of applicable taxes owed due to the vesting of the 2,500 PRs as provided by a restricted share unit agreement between the Reporting Person and the Issuer.

Footnote 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 March 31, 2024, the SC was satisfied with respect to March 31, 2024, resulting in the vesting of 1,250 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 1,250 multiplied by the fair market value per share of Issuer Common Stock as of March 31, 2024.

Footnote F5

These restricted share units were granted to Mr. Loudermilk for his services as the Chief Executive Officer of the Issuer.

Footnote F6

Shares withheld by the Issuer for payment of applicable taxes owed due to the vesting of 56,259 restricted share units pursuant to two restricted share unit agreements between the Reporting Person and the Issuer.

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