Sec Form 4 Filing - THORPE KIM D @ GEE Group Inc. - 2024-05-21-05:00

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 THORPE KIM D 2. Issuer Name and Ticker or Trading Symbol GEE Group Inc. [ JOB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President, CFO (Last) (First) (Middle) C/O 7751 BELFORT PARKWAY, SUITE 150 3. Date of Earliest Transaction (MM/DD/YY) 05/21-05:00/2024 (Street) JACKSONVILLE, FL32256 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 Common Stock, no par value 05/21-05:00/2024 P 35,906 ( 1 ) A $ 0.3495 1,275,055 I Self-Directed IRA Account Common Stock, no par value 05/23-05:00/2024 P 46,300 ( 1 ) A $ 0.3554 1,321,355 ( 2 ) I Self-Directed IRA Account

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other THORPE KIM D C/O 7751 BELFORT PARKWAY SUITE 150 JACKSONVILLE, FL32256 Senior Vice President, CFO Signatures /s/ Kim Thorpe 05/23-05:00/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held under a Self-Directed IRA Account for which Mr. Thorpe has the sole voting and dipositive power over the shares. ( 2 )Includes (a) 192,657 shares of common stock that are held by FRUS Capital, LLC, an entity 50% owned by Mr. Thorpe and 50% owned by his wife, Susan M. Thorpe, and (b) 920,384 shares owned by Mr. Thorpe directly, of which 438,178 are restricted shares to be earned over three-year periods from their dates of grant and cliff vest as follows: (i) 208,333 restricted shares on August 13, 2024, (ii) 183,873 restricted shares on December 2, 2025, and (iii) 45,972 restricted shares on December 1, 2026. In addition, included are 208,314 restricted shares that Mr. Thorpe is eligible to earn in the future under the Company's Annual Incentive Compensation Program, but for which the final amounts to be granted are to be earned over three-year periods from their dates of grant, and that also are subject to the achievement of future performance-based measures.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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