Sec Form 4 Filing - Meyssami Bahram @ GSE SYSTEMS INC - 2023-04-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Meyssami Bahram 2. Issuer Name and Ticker or Trading Symbol GSE SYSTEMS INC [ GVP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) C/O GSE SYSTEMS, INC., 6940 COLUMBIA GATEWAY DR, SUITE 470 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2023 (Street) COLUMBIA, MD21784 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Rights ( 1 ) 04/05/2023 A 44,200 ( 1 ) 01/01/2027 Common Stock 44,200 $ 0 44,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Meyssami Bahram C/O GSE SYSTEMS, INC. 6940 COLUMBIA GATEWAY DR, SUITE 470 COLUMBIA, MD21784 Chief Technology Officer Signatures /s/ Meyssami Bahram 04/07/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance right (PR) is a contingent right to receive one share of Issuer Common Stock. PRs vest upon satisfaction of both a Service Condition (SC) and a Stock Price Performance Condition (SPPC). The SC is satisfied for sixteen dates (3/31/23, 6/30/23, 9/30/23, 12/31/23, 3/31/24, 6/30/24, 9/30/24, 12/31/24, 3/31/25, 6/30/25, 9/30/25, 12/31/25, 3/31/26, 6/30/26, 9/30/26, and 12/31/26) if the Issuer has continuously employed the reporting person through that SC date. 2,762 PRs will be eligible to vest on the first 15 SC dates if the SPPC also has been met, and 2,770 PRs will be eligible to vest on the final SC date if the SPPC also has been met. The SPPC requires the Volume Weighted Average Price of the Issuer's Common Stock as quoted on NASDAQ to be at least $1.50 measured over a 5 consecutive trading day period. If the SPPC is not met, then PRs eligible to vest due to satisfaction of a SC shall aggregate and vest upon any later satisfaction of the SPPC.

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 4(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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