0001567619-22-018136.txt : 20221004 0001567619-22-018136.hdr.sgml : 20221004 20221004163057 ACCESSION NUMBER: 0001567619-22-018136 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220930 FILED AS OF DATE: 20221004 DATE AS OF CHANGE: 20221004 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: 221292136 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 2022-09-30 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 Common Stock 2022-09-30 4 F 0 6003 0.90 D 389315 D Common Stock 2022-09-30 4 M 0 12500 A 401815 D Common Stock 2022-09-30 4 F 0 3763 0.90 D 398052 D Performance Rights 2022-09-30 4 M 0 12500 D 2026-01-01 Common Stock 12500 162500 D Shares withheld by the Issuer for payment of applicable taxes owed due to the vesting of 19,940 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 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. Once the SPPC is met, 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 September 30, 2022, the SC was satisfied with respect to 9/30/2022, resulting in the vesting of 12,500 PRs and the issuance of 12,500 shares of Common Stock, of which 3,763 shares of Common Stock were withheld by the Issuer for payment of applicable taxes owed due to the vesting of the 12,500 PRs as provided by a restricted share unit agreement between the Reporting Person and the Issuer. /s/ Emmett Pepe 2022-10-04