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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Rights | (3) | 08/15/2016 | A | 75,000 | (3) | 08/15/2021 | Common Stock | 75,000 | $ 0 | 200,000 | D | ||||
Performance Rights | (4) | 08/15/2016 | A | 335,000 | (4) | 08/15/2021 | Common Stock | 335,000 | $ 0 | 535,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sorrells Christopher D. C/O GSE SYSTEMS, INC 1332 LONDONTOWN BLVD SYKESVILLE, MD 21784 |
X | Chief Operating Officer |
/s/ Christopher D Sorrells | 08/17/2016 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | These 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. |
(2) | These restricted share units were granted to Mr. Sorrells for his services as the Chief Operating Officer of the Issuer. |
(3) | Each 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. |
(4) | Each 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. |