SEC FORM 4

SEC FORM 4 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^*

Gates Tyler

(Last)

(First)

(Middle)

15 WEST 38TH ST, 12TH FLOOR

(Street)

NEW YORK

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Futurist 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Purchase)	⁽¹⁾	02/29/2024	02/29/2024	D			9,216⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	9,216⁽¹⁾	$0	0	D
Stock Option (Right to Purchase)	⁽²⁾	03/01/2024	03/01/2024	A		5,532⁽²⁾		⁽²⁾	03/01/2031	Common Stock	5,532⁽²⁾	$0	5,532	D

Explanation of Responses:

1. Represents the forfeiture, by Mr. Gates, of fully vested options to purchase an aggregate of 9,216 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 4,608 shares of the issuer's common stock granted to Mr. Gates on January 6, 2023 with an exercise price of $7.00 per share, and (ii) options to purchase 4,608 shares of the issuer's common stock granted to Mr. Gates on April 1, 2023 with an exercise price of $7.00 per share. The foregoing options were to expire 10 years from their respective grant dates.

2. Mr. Gates was granted options to purchase an aggregate of 5,532 shares of the issuer's common stock under the 2016 Plan on March 1, 2023, consisting of (i) options to purchase 1,844 shares of the issuer's common stock, at an exercise price of $3.00 per share, which options vest on March 1, 2025, (ii) options to purchase 1,844 shares of the issuer's common stock, at an exercise price of $2.50 per share, which options vest on March 1, 2026, and (ii) options to purchase 1,844 shares of the issuer's 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/ Tyler Gates	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).
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SEC Form 4 filed by Gates Tyler