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person and the Issuer entered into an agreement pursuant to which the outstanding unvested RSUs were cancelled and rescinded as of the Transaction Date.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