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* CODE HENNESSY & SIMMONS IV LP (Last) (First) (Middle) 10 SOUTH WACKER DRIVE, SUITE 3175 (Street) CHICAGO IL 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) 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) Form filed by One Reporting Person X 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(1)	D
Common stock	17,630(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* CODE HENNESSY & SIMMONS IV LP (Last) (First) (Middle) 10 SOUTH WACKER DRIVE, SUITE 3175 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CHS MANAGEMENT IV LP (Last) (First) (Middle) 10 SOUTH WACKER DRIVE, SUITE 3175 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CHS Capital LLC (Last) (First) (Middle) 10 SOUTH WACKER DRIVE, SUITE 3175 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CHS Associates IV (Last) (First) (Middle) 10 SOUTH WACKER DRIVE, SUITE 3175 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Code Hennessy & Simmons IV LP is the record holder of these securities. 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. CHS Capital LLC and CHS Management IV LP disclaim beneficial ownership of the securities owned by Code Hennessy & Simmons IV LP except to the extent of a pecuniary interest therein.

2. CHS Associates IV is the record holder of these securities. CHS Capital LLC is the general partner of CHS Associates IV. CHS Capital LLC disclaims beneficial ownership of the securities owned by CHS Associates IV except to the extent of a pecuniary interest therein.

	/s/ Code Hennessy & Simmons IV LP by Cade Kohoutek as attorney-in-fact pursuant to attached Power of Attorney	12/14/2011
	/s/ CHS Management IV LP by Cade Kohoutek as attorney-in-fact pursuant to attached Power of Attorney	12/14/2011
	/s/ CHS Capital LLC by Cade Kohoutek as attorney-in-fact pursuant to attached Power of Attorney	12/14/2011
	/s/ CHS Associates IV 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).
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