SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HENNESSY DANIEL J

(Last)

(First)

(Middle)

10 SOUTH WACKER DRIVE, SUITE 3175

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2011

3. Issuer Name and Ticker or Trading Symbol
GSE Holding, Inc. [ GSE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock	10,726,004	I	By Code Hennessy & Simmons IV LP, an affiliate of CHS Capital LLC⁽¹⁾
Common stock	17,630	I	By CHS Associates IV, an affiliate of CHS Capital LLC⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Mr. Hennessy is a is a member of the Investment Committee of CHS Capital LLC. CHS Capital LLC is the general partner of CHS Management IV LP, which in turn is the general partner of Code Hennessy & Simmons IV LP. Mr. Hennessy disclaims beneficial ownership of the securities owned by Code Hennessy & Simmons IV LP except to the extent of a pecuniary interest therein.

2. Mr. Hennessy is a member of the Investment Committee of CHS Capital LLC. CHS Capital LLC is the general partner of CHS Associates IV. Mr. Hennessy disclaims beneficial ownership of the securities owned by CHS Associates IV except to the extent of a pecuniary interest therein.

	/s/ Daniel J. Hennessy by Cade Kohoutek as attorney-in-fact pursuant to attached Power of Attorney	12/14/2011
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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