0001567619-22-007345.txt : 20220322 0001567619-22-007345.hdr.sgml : 20220322 20220322163835 ACCESSION NUMBER: 0001567619-22-007345 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: Pepe Emmett Anthony CENTRAL INDEX KEY: 0001678778 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14785 FILM NUMBER: 22760114 MAIL ADDRESS: STREET 1: 1515 JUDD COURT CITY: HERNDON STATE: VA ZIP: 20170 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 0001678778 Pepe Emmett Anthony 6940 COLUMBIA GATEWAY DRIVE SUITE 470 COLUMBIA MD 21046 0 1 0 0 Chief Financial Officer Performance Rights 2022-03-18 4 J 0 104000 D 2022-12-31 Common Stock 104000 0 D Performance Rights 2022-03-18 4 A 0 200000 0 A 2026-01-01 Common Stock 200000 200000 D On July 1, 2016, the reporting person was granted 200,000 performance-restricted stock units (RSUs) in connection with his service as the Chief Financial Officer and Treasurer of the Issuer. As of the Transaction Date, 104,000 of those RSUs remained outstanding and unvested, expiring December 31, 2022. On the Transaction Date, the reporting person and the Issuer entered into an agreement pursuant to which the outstanding unvested RSUs were cancelled and rescinded as of the Transaction Date. 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. 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. /s/ Emmett Pepe 2022-03-22