SEC Form 4
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*
Smith David John
(Last) (First) (Middle)
15 WEST 38TH ST, 12TH FLOOR
(Street)
NEW YORK NY 10018
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Glimpse Group, Inc. [ VRAR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Creative Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/29/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 64,349(1) (1) (2) Common Stock 64,349(1) $0 0 D
Stock Option (Right to Purchase) (3) 03/01/2024 03/01/2024 A 51,480(3) (3) 03/01/2031 Common Stock 51,480(3) $0 51,480 D
Explanation of Responses:
1. Represents the forfeiture of vested options to purchase an aggregate of 64,349 shares of common stock ("CS") granted under the issuer's 2016 equity incentive plan, as amended (the "2016 Plan"), consisting of options to purchase (i) 4,500 shares of CS and 20,004 shares of CS granted on January 6, 2023 and September 1, 2018, respectively, with exercise prices of $7.00/share and $4.00/share, respectively, (ii) 6,668 shares of CS and 14,232 shares of CS granted on September 1, 2019 and January 1, 2020, respectively, with exercise prices of $4.00/share and $4.50/share, respectively, (iii) 1,333 shares of CS and 667 shares of CS granted on May 1, 2020 and July 1, 2020, respectively, with an exercise price of $4.50/share, (iv) 889 shares of CS and 11,556 shares of CS granted on November 1, 2020 and January 1, 2021, with an exercise price of $4.50/share, and (v) 4,500 shares of CS granted on April 1, 2023 with an exercise price of $7.00/share.
2. The options in footnote (1) were to expire 10 years from their respective grant dates.
3. Mr. Smith was granted options to purchase an aggregate of 51,480 shares of the issuer's common stock under the 2016 Plan on March 1, 2023, consisting of (i) options to purchase 17,160 shares of common stock, at an exercise price of $3.00 per share, which options vest on March 1, 2025, (ii) options to purchase 17,160 shares of common stock, at an exercise price of $2.50 per share, which options vest on March 1, 2026, and (ii) options to purchase 17,160 shares of common stock, at an exercise price of $2.00 per share, which options vest on March 1, 2027. The foregoing options are set to expire seven years from the grant date.
/s/ David John Smith 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.
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