Sec Form 4 Filing - Charles Ian Morgan @ 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 Charles Ian Morgan 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) (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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Charles Ian Morgan 15 WEST 38TH ST, 12TH FLOOR NEW YORK, NY10018 X Signatures /s/ Ian Charles 03/04/2024 Signature of Reporting Person Date

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.

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