Sec Form 4 Filing - Pugh Daniel Warren @ GSE SYSTEMS INC - 2016-09-19

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 Pugh Daniel Warren 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) SVP, General Counsel & RMO (Last) (First) (Middle) C/O GSE SYSTEMS, INC., 1332 LONDONTOWN BLVD 3. Date of Earliest Transaction (MM/DD/YY) 09/19/2016 (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 Common Stock 09/19/2016 M 14,400 A 19,400 ( 2 ) D

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 ) 09/19/2016 M 14,400 ( 1 ) 11/30/2021 Common Stock 14,400 ( 1 ) 45,600 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pugh Daniel Warren C/O GSE SYSTEMS, INC. 1332 LONDONTOWN BLVD SYKESVILLE, MD21784 SVP, General Counsel & RMO Signatures /s/ Daniel Warren Pugh 09/21/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance right represents a contingent right to receive one share of Issuer Common Stock 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. ( 2 )The acquisition of the performance rights was originally reported in Table I on February 5, 2016. An amendment to the performance rights changing a 90 consecutive day trading period to a 30 consecutive day trading period for purposes of determining vesting was subsequently reported in Table II on July 1, 2016. Following the reported transaction, the reporting person beneficially owns 19,400 shares of Issuer Common Stock.

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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