SEC Form 4 · accession 0001140361-16-071456
GSE SYSTEMS INC · GVP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel Warren Pugh
Officer — SVP, General Counsel & RMO
Period of report
Jul 1, 2016
Accepted (ET)
Jul 1, 2016 · 7:21 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF1 | — | Jul 1, 2016 | J | 60,000 | D | — | — | Common Stock | 60,000 | 60,000 | D |
| Performance RightsF1 | — | Jul 1, 2016 | A | 60,000 | A | — | Nov 30, 2021 | Common Stock | 60,000 | 60,000 | D |
Explanation of responses
- F1The two reported transactions involve an amendment of the terms of performance-restricted stock units ("RSUs") to reduce the time period during which the Volume Weighted Average Price ("VWAP") target must be attained for the RSUs to vest from a 90 to a 30 consecutive trading day period ("30-Day Period") and resulting in the deemed cancellation of the "old" RSUs and the grant of replacement RSUs. The RSUs were originally granted on 2/1/2016, in connection with the reporting person's service as the SVP, General Counsel & RMO of the Issuer and vest as follows: 14,400 RSUs will vest in their entirety if the VWAP of the Issuer's Common Stock as quoted on the NYSE MKT exceeds $2.50 for a 30-Day Period, 14,400 RSUs will vest in their entirety if the VWAP exceeds $3.25 for a 30-Day Period, 14,400 RSUs will vest in their entirety if the VWAP exceeds $4.25 for a 30-Day Period, and 16,800 RSUs will vest in their entirety if the VWAP exceeds $6.00 for a 30-Day Period.