0000944480-24-000004.txt : 20240103
0000944480-24-000004.hdr.sgml : 20240103
20240103165258
ACCESSION NUMBER: 0000944480-24-000004
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231231
FILED AS OF DATE: 20240103
DATE AS OF CHANGE: 20240103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Loudermilk Kyle Justin
CENTRAL INDEX KEY: 0001649892
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14785
FILM NUMBER: 24507683
MAIL ADDRESS:
STREET 1: 3525 WOODBINE STREET
CITY: CHEVY CHASE
STATE: MD
ZIP: 20815
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GSE SYSTEMS INC
CENTRAL INDEX KEY: 0000944480
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 521868008
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 6940 COLUMBIA GATEWAY DRIVE, SUITE 470
CITY: COLUMBIA
STATE: MD
ZIP: 21046-3308
BUSINESS PHONE: 4109707874
MAIL ADDRESS:
STREET 1: 6940 COLUMBIA GATEWAY DRIVE, SUITE 470
CITY: COLUMBIA
STATE: MD
ZIP: 21046-3308
4
1
form4.xml
X0508
4
2023-12-31
0000944480
GSE SYSTEMS INC
GVP
0001649892
Loudermilk Kyle Justin
3525 WOODBINE STREET
CHEVY CHASE
MD
20815
true
true
President & CEO
false
Common Stock
2023-12-31
4
F
0
2141
2.01
D
121983
D
Common Stock
2023-12-31
4
M
0
2500
A
124483
D
Common Stock
2023-12-31
4
F
0
1208
2.01
A
123275
D
Common Stock
2023-12-31
4
A
0
49262
2.01
A
172537
D
Common Stock
2023-12-31
4
F
0
23794
2.01
D
148743
D
Performance Rights
2023-12-31
4
M
0
2500
A
2026-01-01
Common Stock
2500
54813
D
Performance Rights
2023-12-31
4
M
0
1250
A
2026-01-01
Common Stock
1250
53563
D
Shares withheld by the Issuer for payment of applicable taxes owed due to the vesting of 4,431 restricted share units pursuant to two restricted share unit agreements between the Reporting Person and the Issuer.
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.
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, 2023, the SC was satisfied with respect to December 31, 2023, resulting in the vesting of 2,500 PRs and the issuance of 2,500 shares of Common Stock, of which 1,208 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.
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, 2023, the SC was satisfied with respect to December 31, 2023, 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 December 31, 2023.
These restricted share units were granted to Mr. Loudermilk for his services as the Chief Executive Officer of the Issuer.
Shares withheld by the Issuer for payment of applicable taxes owed due to the vesting of 49,262 restricted share units pursuant to two restricted share unit agreements between the Reporting Person and the Issuer.
/s/ Loudermilk Kyle Justin
2024-01-03