SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Enslin Jeffrey D.

(Last)

(First)

(Middle)

15 WEST 38TH ST, 12TH FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Glimpse Group, Inc. [ VRAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2024	03/01/2024	A		215,631⁽²⁾	A	$0	243,631⁽⁴⁾	I	See Footnote⁽⁴⁾
Common Stock	03/01/2024	03/01/2024	A		25,000⁽³⁾	A	$0	243,631⁽⁴⁾	I	See Footnote⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Purchase)	⁽¹⁾	02/29/2024	02/29/2024	D			359,385⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	359,385⁽¹⁾	$0	0	D

Explanation of Responses:

1. Represents the forfeiture of fully vested options to purchase an aggregate of 359,385 shares of the issuer's common stock, consisting of options to purchase (i) 19,833 shares of common stock granted on June 22, 2018 with an exercise price of $3.25/share, (ii) 5,210 shares of common stock granted on August 1, 2018 with an exercise price of $4.00/share, (iii) 25,008 shares of common stock granted on October 15, 2018 with an exercise price of $4.00/share, (iv) 225,000 shares of common stock granted on March 8, 2019 with an exercise price of $4.00/share, (v) 30,218 shares of common stock granted on October 15, 2019 with an exercise price of $4.00/share, (vi) 22,224 shares of common stock granted on January 1, 2021 with an exercise price of $4.50/share, (vii) 11,892 shares of common stock granted on January 1, 2022 with an exercise price of $10.20/share, and (viii) 20,000 shares of common stock granted on February 27, 2023 with an exercise price of $5.00/share.

2. Represents 215,631 shares of the issuer's common stock granted to Mr. Enslin on March 1, 2024.

3. Represents 25,000 shares of the issuer's common stock granted to Mr. Enslin on March 1, 2024, as director compensation for calendar year 2024.

4. The 243,631 shares shown as beneficially owned does not include 102,149 shares of common stock indirectly held by Mr. Enslin, through Perimetre Capital, LLC, an entity owned and managed by Mr. Enslin. Of the 243,631 shares of common stock shown as beneficially owned following the reported transactions, Mr. Enslin directly owns 3,000 shares. The remaining 240,631 shares are indirectly held by Mr. Ensin through Perimetre Capital, LLC.

	/s/ Jeffrey D. Enslin	03/04/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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