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^*

Khanna Ravi

(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)
03/20/2018

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)
	Senior Vice President

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	39,955⁽¹⁾	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)
Performance Rights	⁽²⁾	08/01/2021	Common Stock	22,509	$0⁽³⁾	D

Explanation of Responses:

1. 25,799 of these shares of Common Stock represent restricted share units granted pursuant to Restricted Share Unit Agreements between Mr. Khanna and the Issuer dated 1/1/2017 and 1/1/2018, and are subject to forfeiture. The restricted share units awarded vest as follows: 10,821 shares on 1/1/2019, 10,823 shares on 1/1/2020, and 4,155 shares on 1/1/2021. These restricted share units were granted to Mr. Khanna for his services as Service Delivery Manager of the Issuer.

2. Each performance right represents a contingent right to receive one share of Issuer Common Stock pursuant to a Restricted Share Unit Agreement between Mr. Khanna and the Issuer dated 8/1/2016. These performance rights vest as follows: 10,745 performance rights will vest in their entirety if the volume weighted average price of the Issuer's Common Stock as quoted on the NYSE American exceeds $4.25 for a 30 consecutive day trading period, and 11,764 performance rights will vest in their entirety if the volume weighted average price of the Issuer's Common Stock as quoted on the NYSE American exceeds $6.00 for a 30 consecutive day trading period.

3. These performance rights were granted to Mr. Khanna for his services as Service Delivery Manager of the Issuer.

	/s/ Ravi Khanna	03/23/2018
	** 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.