X0206 3/A 2019-11-19 2019-11-29 0 0000944480 GSE SYSTEMS INC GVP 0001326389 Polar Asset Management Partners Inc. 401 BAY STREET SUITE 1900, P.O. BOX 19 TORONTO A6 M5H 2Y4 ONTARIO, CANADA 0 0 1 0 Common Stock, par value $0.01 per share 2009000 I See footnotes 1, 2 and 3 This Form 3 amendment is being filed to withdraw the Form 3 originally filed by the Reporting Person on November 29, 2019. The Issuer has filed an amended Quarterly Report on Form 10-Q dated December 10, 2019 for the quarterly period ended September 30, 2019, confirming that there were 20,189,614 common shares outstanding as at October 31, 2019. Based on this revised outstanding share figure, the amount of common shares beneficially owned by Polar Multi-Strategy Master Fund, a Cayman Islands exempted company ("PMSMF"), Polar Micro-Cap Fund, an Ontario open-ended investment trust ("PMCF"), Polar Micro-Cap Fund II L.P., an Ontario limited partnership ("PMCF II") and certain managed accounts (together with PMSMF, PMCF and PMCF II, the "Polar Vehicles") did not surpass 10%. Accordingly, the Reporting Person, which serves as the investment advisor to the Polar Vehicles and has sole voting and investment discretion with respect to the common shares held directly by the Polar Vehicles, did not become subject to Section 16 of the Securities Exchange Act of 1934, as amended, and no Form 3 was required to be filed. The Reporting Person disclaims beneficial ownership of the securities reported herein, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of the securities reported herein for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of Reporting Person's pecuniary interest therein. /s/ Greg Lemaich, General Counsel 2019-12-11