0000944480-24-000024.txt : 20240402 0000944480-24-000024.hdr.sgml : 20240402 20240402171121 ACCESSION NUMBER: 0000944480-24-000024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240331 FILED AS OF DATE: 20240402 DATE AS OF CHANGE: 20240402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Loudermilk Kyle Justin CENTRAL INDEX KEY: 0001649892 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14785 FILM NUMBER: 24815486 MAIL ADDRESS: STREET 1: 3525 WOODBINE STREET CITY: CHEVY CHASE STATE: MD ZIP: 20815 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GSE SYSTEMS INC CENTRAL INDEX KEY: 0000944480 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 521868008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6940 COLUMBIA GATEWAY DRIVE, SUITE 470 CITY: COLUMBIA STATE: MD ZIP: 21046-3308 BUSINESS PHONE: 4109707874 MAIL ADDRESS: STREET 1: 6940 COLUMBIA GATEWAY DRIVE, SUITE 470 CITY: COLUMBIA STATE: MD ZIP: 21046-3308 4 1 form4.xml X0508 4 2024-03-31 0000944480 GSE SYSTEMS INC GVP 0001649892 Loudermilk Kyle Justin 3525 WOODBINE STREET CHEVY CHASE MD 20815 true true President & CEO false Common Stock 2024-03-31 4 F 0 857 2.34 D 147886 D Common Stock 2024-03-31 4 M 0 2500 A 150386 D Common Stock 2024-03-31 4 F 0 966 2.34 A 149420 D Common Stock 2024-03-31 4 A 0 56259 2.34 A 205679 D Common Stock 2024-03-31 4 F 0 21716 2.34 D 183963 D Performance Rights 2024-03-31 4 M 0 2500 A 2026-01-01 Common Stock 2500 51063 D Performance Rights 2024-03-31 4 M 0 1250 A 2026-01-01 Common Stock 1250 49813 D Shares withheld by the Issuer for payment of applicable taxes owed due to the vesting of 2,220 restricted share units pursuant to one restricted share unit agreement between the Reporting Person and the Issuer. 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. 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 March 31, 2024, the SC was satisfied with respect to March 31, 2024, resulting in the vesting of 2,500 PRs and the issuance of 2,500 shares of Common Stock, of which 966 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. 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 March 31, 2024, the SC was satisfied with respect to March 31, 2024, 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 March 31, 2024. These restricted share units were granted to Mr. Loudermilk for his services as the Chief Executive Officer of the Issuer. Shares withheld by the Issuer for payment of applicable taxes owed due to the vesting of 56,259 restricted share units pursuant to two restricted share unit agreements between the Reporting Person and the Issuer. /s/ Loudermilk Kyle Justin 2024-04-02