0001567619-22-007344.txt : 20220322 0001567619-22-007344.hdr.sgml : 20220322 20220322163740 ACCESSION NUMBER: 0001567619-22-007344 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220318 FILED AS OF DATE: 20220322 DATE AS OF CHANGE: 20220322 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Loudermilk Kyle Justin CENTRAL INDEX KEY: 0001649892 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14785 FILM NUMBER: 22760107 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] 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 doc1.xml FORM 4 X0306 4 2022-03-18 0 0000944480 GSE SYSTEMS INC GVP 0001649892 Loudermilk Kyle Justin 6940 COLUMBIA GATEWAY DRIVE SUITE 470 COLUMBIA MD 21046 1 1 0 0 Chief Executive Officer & Pres Performance Rights 2022-03-18 4 A 0 400000 0 A 2026-01-01 Common Stock 400000 400000 D Performance Rights 2022-03-18 4 A 0 200000 0 A 2026-01-01 Common Stock 200000 600000 D 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. Each performance right represents a contingent right to receive a cash payment in an amount equal to the fair market value of one share of Issuer Common Stock upon vesting. The performance rights vest, if at all, upon the occurrence of the same two vesting conditions as are described in Note 1 above. /s/ Kyle Justin Loudermilk 2022-03-22