SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Bentovim Lyron L

(Last) (First) (Middle)
15 WEST 38TH ST, 12TH FLOOR

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Glimpse Group, Inc. [ VRAR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/29/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Purchase) (1) 02/29/2024 02/29/2024 D 90,188(1) (1) (2) Common Stock 90,188(1) $0 0 D
Stock Option (Right to Purchase) (3) 03/01/2024 03/01/2024 A 72,153(3) (3) 03/01/2031 Common Stock 72,153(3) $0 1,282,153 D
Explanation of Responses:
1. Represents the forfeiture of fully vested options to purchase an aggregate of 90,188 shares of common stock granted under the issuer's 2016 equity incentive plan, as amended (the "2016 Plan"), consisting of options to purchase (i) 32,508 shares of common stock granted on August 1, 2018 with an exercise price of $4.00/share, (ii) 6,037 shares of common stock and 4,799 shares of common stock granted on September 1, 2019 with an exercise price of $4.00/share, (iii) 22,222 shares of common stock and 6,674 shares of common stock granted on January 1, 2020 with an exercise price of $4.50/share, (iv) 2,333 shares of common stock granted on May 1, 2020 with an exercise price of $4.50/share, (v) 1,167 shares of common stock granted on July 1, 2020 with an exercise price of $4.50/share, and (vi) 14,448 shares of common stock granted on January 1, 2021 with an exercise price of $4.50/share.
2. The options in footnote (1) were to expire 10 years from their respective grant dates.
3. Mr. Bentovim was granted options to purchase an aggregate of 72,153 shares of the issuer's common stock under the 2016 Plan on March 1, 2023, consisting of (i) options to purchase 24,051 shares of common stock, at an exercise price of $3.00 per share, which options vest on March 1, 2025, (ii) options to purchase 24,051 shares of common stock, at an exercise price of $2.50 per share, which options vest on March 1, 2026, and (ii) options to purchase 24,051 shares of common stock, at an exercise price of $2.00 per share, which options vest on March 1, 2027. The foregoing options are set to expire seven years from the grant date.
/s/ Lyron L. Bentovim 03/05/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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