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^*

Rothblum Maydan

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO and COO

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			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
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SEC Form 4 filed by Rothblum Maydan