The Glimpse Group, Inc. (VRAR) Form 4 Glimpse / Ian Morgan Charles ownership change

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).

1. Name and Address of Reporting Person^*

Charles Ian Morgan

(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
	Officer (give title below)	Other (specify below)

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			30,560(1)	(1)	(1)	Common Stock	30,560(1)	$0	0	D
Stock Option (Right to Purchase)	$2.5	03/01/2024	03/01/2024	A		20,475(2)		(2)	03/01/2031	Common Stock	20,475(2)	$0	44,475	D
Stock Option (Right to Purchase)	$2.5	03/01/2024	03/01/2024	A		24,000		(3)	03/01/2034	Common Stock	24,000(3)	$0	44,475	D

Explanation of Responses:

1. Represents the forfeiture, by Mr. Charles, of fully vested options to purchase an aggregate of 30,560 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 10,560 shares of the issuer's common stock granted to Mr. Charles on January 13, 2022 with an exercise price of $10.09 per share, and (ii) options to purchase 20,000 shares of the issuer's common stock granted to Mr. Charles on February 27, 2023 with an exercise price of $5.00 per share. The foregoing options were to expire 10 years from their respective grant dates.

2. Mr. Charles was granted options to purchase 20,475 shares of the issuer's common stock under the 2016 Plan on March 1, 2023, which options became exercisable upon grant with an exercise price of $2.50 per share. These options are set to expire seven years from grant date.

3. Represents options to purchase 24,000 shares of the issuer's common stock granted to Mr. Charles on March 1, 2024, as director compensation for calendar year 2024. The options vest monthly in arrears, retroactive to January 1, 2024 with an exercise price of $2.50 per share. These options are set to expire 10 years from grant date.

	/s/ Ian Charles	03/04/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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