Sec Form 4 Filing - Rothblum Maydan @ Glimpse Group, Inc. - 2024-02-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Rothblum Maydan 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 (Last) (First) (Middle) 15 WEST 38TH ST, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/29/2024 (Street) NEW YORK, NY10018 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rothblum Maydan 15 WEST 38TH ST, 12TH FLOOR NEW YORK, NY10018 X CFO and COO Signatures /s/ Maydan Rothblum 03/05/2024 Signature of Reporting Person Date

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.

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