SEC Form 4 · accession 0001140361-16-071455
GSE SYSTEMS INC · GVP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kyle Justin Loudermilk
Officer — Chief Executive Officer & Pres · Director
Period of report
Jul 1, 2016
Accepted (ET)
Jul 1, 2016 · 7:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000944480
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | Jul 1, 2016 | J | 450,000 | D | — | — | Common Stock | 450,000 | 400,000 | D |
| Performance RightsF2 | — | Jul 1, 2016 | A | 180,000 | A | — | Jun 30, 2021 | Common Stock | 180,000 | 580,000 | D |
| Performance RightsF3 | — | Jul 1, 2016 | A | 270,000 | A | — | Jun 30, 2021 | Common Stock | 270,000 | 850,000 | D |
Explanation of responses
- F1On August 3, 2015, the reporting person was granted 850,000 performance-restricted stock units ("RSUs") in connection with his service as the Chief Executive Officer and President of the Issuer. The grant of 450,000 of those RSUs was rescinded on July 1, 2016, and the remaining 400,000 RSUs will continue to vest as follows: 200,000 RSUs will vest in their entirety if the Volume Weighted Average Price of the Issuer's Common Stock as quoted on the NYSE MKT exceeds $2.50 for a 30 consecutive trading day period and 200,000 RSUs will vest in their entirety if the Volume Weighted Average Price of the Issuer's Common Stock as quoted on the NYSE MKT exceeds $3.25 for a 30 consecutive trading day period.
- F2Each performance right represents a contingent right to receive a cash payment in an amount equal to the fair market value of one share of Issuer Common Stock. The 180,000 performance rights will vest in their entirety if the Volume Weighted Average Price of the Issuer's Common Stock as quoted on the NYSE MKT exceeds $6.00 for a 30 consecutive trading day period.
- F3Each performance right represents a contingent right to receive one share of Issuer Common Stock. The performance rights vest as follows: 200,000 performance rights will vest in their entirety if the Volume Weighted Average Price of the Issuer's Common Stock as quoted on the NYSE MKT exceeds $4.25 for a 30 consecutive trading day period and 70,000 performance rights will vest in their entirety if the Volume Weighted Average Price of the Issuer's Common Stock as quoted on the NYSE MKT exceeds $6.00 for a 30 consecutive trading day period.