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^*

Smith David John

(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)
	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)
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			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
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SEC Form 4 filed by Smith David John