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