Sec Form 4 Filing - Loudermilk Kyle Justin @ GSE SYSTEMS INC - 2022-12-31

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) 6940 COLUMBIA GATEWAY DRIVE, SUITE 470 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2022 (Street) COLUMBIA, MD21046 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 09/30/2022 M 25,000 A 1,047,271 D Common Stock 12/31/2022 F 21,619( 2 ) D $ 0.72 1,025,652 D Common Stock 12/31/2022 M 25,000 A 1,050,652 D Common Stock 12/31/2022 F 12,200( 3 ) D $ 0.72 1,038,452 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 )( 4 ) 09/30/2022 M 25,000 ( 1 ) 01/01/2026 Common Stock 25,000 ( 1 ) 500,000 D Performance Rights ( 1 )( 5 ) 09/30/2022 M 12,500 ( 1 ) 01/01/2026 Common Stock 12,500 ( 1 ) 487,500 D Performance Rights ( 1 )( 3 ) 12/31/2022 M 25,000 ( 1 ) 01/01/2026 Common Stock 25,000 ( 1 ) 462,500 D Performance Rights ( 1 )( 6 ) 12/31/2022 M 12,500 ( 1 ) 01/01/2026 Common Stock 12,500 ( 1 ) 450,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Loudermilk Kyle Justin 6940 COLUMBIA GATEWAY DRIVE SUITE 470 COLUMBIA, MD21046 X Chief Executive Officer & Pres Signatures /s/ Kyle Justin Loudermilk 01/04/2022 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 a Service Condition (SC) and a Stock Price Performance Condition (SPPC). The SC is satisfied for sixteen dates (3/31/2022, 6/30/2022, 9/30/2022, 12/31/2022, 3/31/2023, 6/30/2023, 9/30/2023, 12/31/2023, 3/31/2024, 6/30/2024, 9/30/2024, 12/31/2024, 3/31/2025, 6/30/2025, 9/30/2025, and 12/31/2025) if the Issuer has continuously employed the reporting person through that SC date, and 25,000 PRs then will be eligible to vest 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 $1.94 measured over a 20 consecutive trading day period. If the SPPC has not yet been met, then PRs eligible to vest due to satisfaction of a SC shall aggregate and vest upon later satisfaction of the SPPC. Once the SPPC is met, PRs that remain unvested shall vest upon satisfaction of each future SC. ( 2 )Shares withheld by the Issuer for payment of applicable taxes owed due to the vesting of 44,300 restricted share units pursuant to two restricted share unit agreements between the Reporting Person and the Issuer. ( 3 )On June 14, 2022, the Compensation Committee of the Board of Directors of the Issuer certified that the SPPC applicable to these PRs had been satisfied. Accordingly, on December 31, 2022, the SC was satisfied with respect to 12/31/2022, resulting in the vesting of 25,000 PRs and the issuance of 25,000 shares of Common Stock, of which 12,200 shares of Common Stock were withheld by the Issuer for payment of applicable taxes owed due to the vesting of the 25,000 PRs as provided by a restricted share unit agreement between the Reporting Person and the Issuer. ( 4 )On June 14, 2022, the Compensation Committee of the Board of Directors of the Issuer certified that the SPPC applicable to these PRs had been satisfied. Accordingly, on September 30, 2022, the SC was satisfied with respect to 9/30/2022, resulting in the vesting of 25,000 PRs and the issuance of 25,000 shares of Common Stock. ( 5 )On June 14, 2022, the Compensation Committee of the Board of Directors of the Issuer certified that the SPPC applicable to these PRs had been satisfied. Accordingly, on September 30, 2022, the SC was satisfied with respect to 9/30/2022, resulting in the vesting of 12,500 PRs. Pursuant to the restricted share unit agreement between the Reporting Person and the Issuer, a cash payment was made to the Reporting Person in an amount equal to 12,500 multiplied by the fair market value per share of Issuer Common Stock as of September 30, 2022. ( 6 )On June 14, 2022, the Compensation Committee of the Board of Directors of the Issuer certified that the SPPC applicable to these PRs had been satisfied. Accordingly, on December 31, 2022, the SC was satisfied with respect to 12/31/2022, resulting in the vesting of 12,500 PRs. Pursuant to the restricted share unit agreement between the Reporting Person and the Issuer, a cash payment was made to the Reporting Person in an amount equal to 12,500 multiplied by the fair market value per share of Issuer Common Stock as of December 31, 2022.

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