X0306 4 2016-02-01 0 0000944480 GSE SYSTEMS INC GVP 0001665849 Pugh Daniel C/O GSE SYSTEMS, INC. 1332 LONDONTOWN BLVD SYKESVILLE MD 21784 0 1 0 0 SVP, General Counsel & RMO Common Stock 2016-02-01 4 A 0 60000 0 A 60000 D (1) These shares of common stock represent restricted share units granted pursuant to a restricted share unit agreement between Mr. Pugh and the Issuer. The restricted share units awarded will vest in installments of (a) 14,400 shares when the volume weighted average price of the common stock exceeds $2.50 for a 90 consecutive day trading period, (b) 14,400 shares when the volume weighted average price of the common stock exceeds $3.25 for a 90 consecutive day trading period, (c) 14,400 shares when the volume weighted average price of the common stock exceeds $4.25 for a 90 consecutive day trading period, and (d) 16,800 shares when the volume weighted average price of the common stock exceeds $6.00 for a 90 consecutive day trading period. These restricted share units were granted to Mr. Pugh for his services as Senior Vice President, General Counsel & Risk Management Officer of the Issuer. /s/ Daniel Warren Pugh 2016-02-05