0001567619-23-000290.txt : 20230104
0001567619-23-000290.hdr.sgml : 20230104
20230104172539
ACCESSION NUMBER: 0001567619-23-000290
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221231
FILED AS OF DATE: 20230104
DATE AS OF CHANGE: 20230104
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: 23508084
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
2022-12-31
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
Common Stock
2022-09-30
4
M
0
25000
A
1047271
D
Common Stock
2022-12-31
4
F
0
21619
0.72
D
1025652
D
Common Stock
2022-12-31
4
M
0
25000
A
1050652
D
Common Stock
2022-12-31
4
F
0
12200
0.72
D
1038452
D
Performance Rights
2022-09-30
4
M
0
25000
A
2026-01-01
Common Stock
25000
500000
D
Performance Rights
2022-09-30
4
M
0
12500
A
2026-01-01
Common Stock
12500
487500
D
Performance Rights
2022-12-31
4
M
0
25000
A
2026-01-01
Common Stock
25000
462500
D
Performance Rights
2022-12-31
4
M
0
12500
A
2026-01-01
Common Stock
12500
450000
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.
Shares withheld by the Issuer for payment of applicable taxes owed due to the vesting of 44,300 restricted share units pursuant to two restricted share unit agreements 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, 2022, the SC was satisfied with respect to 12/31/2022, resulting in the vesting of 25,000 PRs and the issuance of 25,000 shares of Common Stock, of which 12,200 shares of Common Stock were withheld by the Issuer for payment of applicable taxes owed due to the vesting of the 25,000 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 September 30, 2022, the SC was satisfied with respect to 9/30/2022, resulting in the vesting of 25,000 PRs and the issuance of 25,000 shares of Common Stock.
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. 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 12,500 multiplied by the fair market value per share of Issuer Common Stock as of September 30, 2022.
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, 2022, the SC was satisfied with respect to 12/31/2022, resulting in the vesting of 12,500 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 12,500 multiplied by the fair market value per share of Issuer Common Stock as of December 31, 2022.
/s/ Kyle Justin Loudermilk
2022-01-04