Sec Form 4 Filing - Bentovim Lyron L @ Glimpse Group, Inc. - 2023-02-15

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 Bentovim Lyron L 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 Executive Officer (Last) (First) (Middle) 15 WEST 38TH ST, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2023 (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 Options (right to buy) $ 7 02/15/2023( 1 ) A( 1 ) 1,210,000 ( 1 ) 02/15/2023( 1 ) 02/15/2033 Common Stock 1,210,000 $ 0 1,210,000 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bentovim Lyron L 15 WEST 38TH ST, 12TH FLOOR NEW YORK, NY10018 X Chief Executive Officer Signatures /s/ Lyron Bentovim 02/17/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 15, 2023, the Company, under its 2016 Incentive Plan, issued to Mr. Bentovim options (the "Options") to purchase 1,210,000 shares of Common Stock, subject to the terms and conditions of Mr. Bentovim's Options Agreement, which include certain provisions set for in the Remarks section below. ( 2 )The beneficial ownership set forth above does not include 37,224 shares directly held by Mr. Bentovim, 90,188 options to purchase common stock held by Mr. Bentovim, as well as 1,001,945 shares indirectly held by Mr. Bentovim (through Darklight Partners LLC - an entity owned and managed by Mr. Bentovim).

Remarks: (i)an exercise price equal to $7.00 per share of Common Stock;(ii)expiration of the Options on the Tenth (10) anniversary of the Grant Date;(iii)all Options to vest over four (4) years commencing on February 15, 2023;(iv)certain Options shall vest in fixed amounts, based on achieving revenue targets of $30,000,000, $50,000,000, $75,000,000 and $100,000,000 over consecutive four quarter periods in the aggregate over the next 7 years; and(v)certain Options shall vest to each grantee in fixed amounts, based on achieving fifteen consecutive closing trading priced equal to or above $20, $30, $45 and $60 per share over the next 7 years.

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).

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