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^*

Fendley Michael Wayne

(Last)

(First)

(Middle)

C/O GSE SYSTEMS, INC.

1332 LONDONTOWN BLVD

(Street)

SYKESVILLE

21784

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/22/2016

3. Issuer Name and Ticker or Trading Symbol
GSE SYSTEMS INC [ GVP ]

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

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

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⁽¹⁾	20,000⁽²⁾	D

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)
Employee Stock Option (right to buy)⁽¹⁾	⁽³⁾	11/11/2018	Common Stock	20,000	$0	D
Employee Stock Option (right to buy)⁽¹⁾	⁽⁴⁾	11/12/2020	Common Stock	15,000	$0	D

Explanation of Responses:

1. On March 22, 2016, the Board of Directors of the Issuer made the determination that Mr. Fendley qualifies as an officer of the Issuer who performs a policy-making function, and therefore is an officer required to file Section 16 reports.

2. These shares of common stock represent restricted share units granted pursuant to a restricted share unit agreement between Mr. Fendley and the Issuer, dated October 30, 2015. The restricted share units awarded will vest when the volume weighted average price of the common stock exceeds $2.50 for a 90 consecutive day trading period. These restricted share units were granted to Mr. Fendley pursuant to the Company incentive plan in connection with his execution of a Confidentiality Agreement on October 28, 2015.

3. Exercisable as follows: 4,000 11/11/2012; 4,000 11/11/2013; 4,000 11/11/2014; 4,000 11/11/2015; 4,000 11/11/2016

4. Exercisable as follows: 6,000 11/12/2014; 4,500 11/12/2015; 4,500 11/12/2016

	/s/ Michael Wayne Fendley	03/24/2016
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.