SEC Form 4 · accession 0001140361-16-077052
GSE SYSTEMS INC · GVP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher D. Sorrells
Officer — Chief Operating Officer · Director
Period of report
Aug 15, 2016
Accepted (ET)
Aug 17, 2016 · 5:58 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000944480
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 15, 2016 | A | 65,000 | $0.00 | A | 145,369 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF3 | — | Aug 15, 2016 | A | 75,000 | A | — | Aug 15, 2021 | Common Stock | 75,000 | 200,000 | D |
| Performance RightsF4 | — | Aug 15, 2016 | A | 335,000 | A | — | Aug 15, 2021 | Common Stock | 335,000 | 535,000 | D |
Explanation of responses
- F1These shares of common stock represent restricted share units granted pursuant to a Restricted Share Unit Agreement between Mr. Sorrells and the Issuer and are subject to forfeiture. The restricted share units awarded vest in installments of 8,125 shares on each of the following dates: September 30, 2016; December 31, 2016; March 31, 2017; June 30, 2017; September 30, 2017; December 31, 2017; March 31, 2018; and June 30, 2018.
- F2These restricted share units were granted to Mr. Sorrells for his services as the Chief Operating Officer of the Issuer.
- F3Each 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 75,000 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.
- F4Each performance right represents a contingent right to receive one share of Issuer Common Stock. The performance rights vest as follows: 125,000 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 $3.25 for a 30 consecutive trading day period, 125,000 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 85,000 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.