Sec Form 4 Filing - Smith David John @ 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 Smith David John 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 (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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith David John 15 WEST 38TH ST, 12TH FLOOR NEW YORK, NY10018 X Chief Creative Officer Signatures /s/ David John Smith 03/05/2024 Signature of Reporting Person Date

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.

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