4//SEC Filing
Loudermilk Kyle Justin 4
Accession 0000944480-24-000004
CIK 0000944480other
Filed
Jan 2, 7:00 PM ET
Accepted
Jan 3, 4:52 PM ET
Size
16.9 KB
Accession
0000944480-24-000004
Insider Transaction Report
Form 4
Loudermilk Kyle Justin
DirectorChief Executive Officer & Pres
Transactions
- Tax Payment
Common Stock
2023-12-31$2.01/sh−23,794$47,826→ 148,743 total - Award
Common Stock
2023-12-31$2.01/sh+49,262$99,017→ 172,537 total - Tax Payment
Common Stock
2023-12-31$2.01/sh+1,208$2,428→ 123,275 total - Tax Payment
Common Stock
2023-12-31$2.01/sh−2,141$4,303→ 121,983 total - Exercise/Conversion
Common Stock
2023-12-31+2,500→ 124,483 total - Exercise/Conversion
Performance Rights
2023-12-31+2,500→ 54,813 totalExp: 2026-01-01→ Common Stock (2,500 underlying) - Exercise/Conversion
Performance Rights
2023-12-31+1,250→ 53,563 totalExp: 2026-01-01→ Common Stock (1,250 underlying)
Footnotes (6)
- [F1]Shares withheld by the Issuer for payment of applicable taxes owed due to the vesting of 4,431 restricted share units pursuant to two restricted share unit agreements between the Reporting Person and the Issuer.
- [F2]Each performance right (PR) is a contingent right to receive one share of lssuer 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, I2/31/2022,3/31/2023. 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 2,500 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 me PRs that remain unvested shall vest upon satisfaction of each future SC.
- [F3]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, 2023, the SC was satisfied with respect to December 31, 2023, resulting in the vesting of 2,500 PRs and the issuance of 2,500 shares of Common Stock, of which 1,208 shares of Common Stock were withheld by the Issuer for payment of applicable taxes owed due to the vesting of the 2,500 PRs as provided by a restricted share unit agreement between the Reporting Person and the Issuer.
- [F4]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, 2023, the SC was satisfied with respect to December 31, 2023, resulting in the vesting of 1,250 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 1,250 multiplied by the fair market value per share of Issuer Common Stock as of December 31, 2023.
- [F5]These restricted share units were granted to Mr. Loudermilk for his services as the Chief Executive Officer of the Issuer.
- [F6]Shares withheld by the Issuer for payment of applicable taxes owed due to the vesting of 49,262 restricted share units pursuant to two restricted share unit agreements between the Reporting Person and the Issuer.
Documents
Issuer
GSE SYSTEMS INC
CIK 0000944480
Entity typeother
Related Parties
1- filerCIK 0001649892
Filing Metadata
- Form type
- 4
- Filed
- Jan 2, 7:00 PM ET
- Accepted
- Jan 3, 4:52 PM ET
- Size
- 16.9 KB