| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Glimpse Group, Inc. [ VRAR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/29/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 30,560(1) | (1) | (1) | Common Stock | 30,560(1) | $0 | 0 | D | |||
| Stock Option (Right to Purchase) | $2.5 | 03/01/2024 | 03/01/2024 | A | 20,475(2) | (2) | 03/01/2031 | Common Stock | 20,475(2) | $0 | 44,475 | D | |||
| Stock Option (Right to Purchase) | $2.5 | 03/01/2024 | 03/01/2024 | A | 24,000 | (3) | 03/01/2034 | Common Stock | 24,000(3) | $0 | 44,475 | D | |||
| Explanation of Responses: |
| 1. Represents the forfeiture, by Mr. Charles, of fully vested options to purchase an aggregate of 30,560 shares of the issuer's common stock granted under the issuer's 2016 equity incentive plan, as amended (the "2016 Plan"), consisting of (i) options to purchase 10,560 shares of the issuer's common stock granted to Mr. Charles on January 13, 2022 with an exercise price of $10.09 per share, and (ii) options to purchase 20,000 shares of the issuer's common stock granted to Mr. Charles on February 27, 2023 with an exercise price of $5.00 per share. The foregoing options were to expire 10 years from their respective grant dates. |
| 2. Mr. Charles was granted options to purchase 20,475 shares of the issuer's common stock under the 2016 Plan on March 1, 2023, which options became exercisable upon grant with an exercise price of $2.50 per share. These options are set to expire seven years from grant date. |
| 3. Represents options to purchase 24,000 shares of the issuer's common stock granted to Mr. Charles on March 1, 2024, as director compensation for calendar year 2024. The options vest monthly in arrears, retroactive to January 1, 2024 with an exercise price of $2.50 per share. These options are set to expire 10 years from grant date. |
| /s/ Ian Charles | 03/04/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||