X0303 4 2009-12-31 0 0000070415 GP STRATEGIES CORP GPX 0001104706 EISEN HARVEY P BEDFORD OAK PARTNERS 100 SOUTH BEDFORD ROAD MOUNT KISCO NY 10549 1 0 0 0 Common Stock 2009-12-31 4 A 0 900 0 A 29393 D Common Stock 2009-12-31 4 A 0 1121 7.53 A 30514 D Common Stock 350000 I Indirect Represents a portion of the quarterly Director fees for the quarter ended December 31, 2009 paid in shares of the Registrant's Common Stock. Quarterly Director fee for the quarter ended December 31, 2009, which such Director elected partial payment in shares of Common Stock in lieu of cash. Shares owned directly by Bedford Oak Partners, L.P. (the "Partnership"). A portion of these securities may also be deemed to be owned beneficially indirectly by Bedford Oak Management, LLC, the general partner of the Partnership (the "General Partner"), and by Harvey P. Eisen, the Managing Member of the General Partner, in accordance with the respective "pecuniary interests" of such persons (within the meaning of Exchange Act Rule 16a-1(a)(2). An affiliated entity, Bedford Oak Advisors, LLC as investment manager of the Partnership ("Advisors") has the power to vote and dispose of such shares but has no pecuniary interest therein. The General Partner and Mr. Eisen disclam any beneficial interest in such securities in excess of such pecunary interest. By: Kenneth L. Crawford For: Harvey P. Eisen 2010-01-05