Statement of Changes in Beneficial Ownership (4)
July 01 2016 - 7:21PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Loudermilk Kyle Justin
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2. Issuer Name
and
Ticker or Trading Symbol
GSE SYSTEMS INC
[
GVP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer & Pres
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(Last)
(First)
(Middle)
C/O GSE SYSTEMS, INC, 1332 LONDONTOWN BLVD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2016
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(Street)
SYKESVILLE, MD 21784
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(1)
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7/1/2016
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J
(1)
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450000
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(1)
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(1)
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Common Stock
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450000
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(1)
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400000
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D
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Performance Rights
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(2)
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7/1/2016
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A
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180000
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(2)
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6/30/2021
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Common Stock
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180000
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$0
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580000
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D
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Performance Rights
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(3)
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7/1/2016
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A
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270000
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(3)
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6/30/2021
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Common Stock
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270000
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$0
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850000
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D
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Explanation of Responses:
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(
1)
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On August 3, 2015, the reporting person was granted 850,000 performance-restricted stock units ("RSUs") in connection with his service as the Chief Executive Officer and President of the Issuer. The grant of 450,000 of those RSUs was rescinded on July 1, 2016, and the remaining 400,000 RSUs will continue to vest as follows: 200,000 RSUs will vest in their entirety if the Volume Weighted Average Price of the Issuer's Common Stock as quoted on the NYSE MKT exceeds $2.50 for a 30 consecutive trading day period and 200,000 RSUs 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.
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(
2)
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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 180,000 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.
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(
3)
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Each performance right represents a contingent right to receive one share of Issuer Common Stock. The performance rights vest as follows: 200,000 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 70,000 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Loudermilk Kyle Justin
C/O GSE SYSTEMS, INC
1332 LONDONTOWN BLVD
SYKESVILLE, MD 21784
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X
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Chief Executive Officer & Pres
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Signatures
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/s/ Kyle Justin Loudermilk
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7/1/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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