| 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 | 320,180(1) | (1) | (2) | Common Stock | 320,180(1) | $0 | 0 | D | |||
| Stock Option (Right to Purchase) | (3) | 03/01/2024 | 03/01/2024 | A | 306,145(3) | (3) | 03/01/2031 | Common Stock | 306,145(3) | $0 | 306,145 | D | |||
| Explanation of Responses: |
| 1. Represents the forfeiture of fully vested options to purchase an aggregate of 320,180 shares of common stock granted under the issuer's 2016 equity incentive plan, as amended (the "2016 Plan"), consisting of options to purchase (i) 25,008 shares of common stock and 8,328 shares of common stock granted on September 1, 2019 and September 1, 2020, respectively, with an exercise price of $4.00/share, (ii) 33,333 shares of common stock granted on January 1, 2021 with an exercise price of $4.50/share, (iii) 8 shares of common stock and 3 shares of common stock granted on September 1, 2020 and January 1, 2021, respectively, with exercise prices of $4.00/share and $4.50 /share, respectively, (iv) 2,333 shares of common stock and 1,167 shares of common stock granted on July 1, 2020 and August 1, 2020, with an exercise price of $4.50/share, and (v) 250,000 shares of common stock granted on June 20, 2017, with an exercise price of $2.50. |
| 2. The options in footnote (1) were to expire 10 years from their respective grant dates. |
| 3. Mr. Rothblum was granted options to purchase an aggregate of 306,145 shares of the issuer's common stock under the 2016 Plan on March 1, 2023, consisting of (i) options to purchase 18,715 shares of common stock, at an exercise price of $3.00 per share, which options vest on March 1, 2025, (ii) options to purchase 18,715 shares of common stock, at an exercise price of $2.50 per share, which options vest on March 1, 2026, (iii) options to purchase 18,715 shares of common stock, at an exercise price of $2.00 per share, which options vest on March 1, 2027, and (iv) options to purchase 250,000 shares of common stock, at an exercise price of $1.50 per share, which vest monthly over 45 months. All of the foregoing options, other than the option to purchase 250,000 shares of common stock, expire seven years from the grant date. The option to purchase 250,000 shares of common stock expires ten years from the grant date. |
| /s/ Maydan Rothblum | 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). | ||
| 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. | ||