Sec Form 4 Filing - Loudermilk Kyle Justin @ GSE SYSTEMS INC - 2016-07-01

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 Loudermilk Kyle Justin 2. Issuer Name and Ticker or Trading Symbol GSE SYSTEMS INC [ GVP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer & Pres (Last) (First) (Middle) C/O GSE SYSTEMS, INC, 1332 LONDONTOWN BLVD 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2016 (Street) SYKESVILLE, 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 Restricted Stock Units ( 1 ) 07/01/2016 J( 1 ) 450,000 ( 1 ) ( 1 ) Common Stock 450,000 ( 1 ) 400,000 D Performance Rights ( 2 ) 07/01/2016 A 180,000 ( 2 ) 06/30/2021 Common Stock 180,000 $ 0 580,000 D Performance Rights ( 3 ) 07/01/2016 A 270,000 ( 3 ) 06/30/2021 Common Stock 270,000 $ 0 850,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Loudermilk Kyle Justin C/O GSE SYSTEMS, INC 1332 LONDONTOWN BLVD SYKESVILLE, MD21784 X Chief Executive Officer & Pres Signatures /s/ Kyle Justin Loudermilk 07/01/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 3, 2015, the reporting person was granted 850,000 performance-restricted stock units ("RSUs") in connection with his service as the Chief Executive Officer and President of the Issuer. The grant of 450,000 of those RSUs was rescinded on July 1, 2016, and the remaining 400,000 RSUs will continue to vest as follows: 200,000 RSUs will vest in their entirety if the Volume Weighted Average Price of the Issuer's Common Stock as quoted on the NYSE MKT exceeds $2.50 for a 30 consecutive trading day period and 200,000 RSUs will vest in their entirety if the Volume Weighted Average Price of the Issuer's Common Stock as quoted on the NYSE MKT exceeds $3.25 for a 30 consecutive trading day period. ( 2 )Each performance right represents a contingent right to receive a cash payment in an amount equal to the fair market value of one share of Issuer Common Stock. The 180,000 performance rights will vest in their entirety if the Volume Weighted Average Price of the Issuer's Common Stock as quoted on the NYSE MKT exceeds $6.00 for a 30 consecutive trading day period. ( 3 )Each performance right represents a contingent right to receive one share of Issuer Common Stock. The performance rights vest as follows: 200,000 performance rights will vest in their entirety if the Volume Weighted Average Price of the Issuer's Common Stock as quoted on the NYSE MKT exceeds $4.25 for a 30 consecutive trading day period and 70,000 performance rights will vest in their entirety if the Volume Weighted Average Price of the Issuer's Common Stock as quoted on the NYSE MKT exceeds $6.00 for a 30 consecutive trading day period.

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).

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