Sec Form 4 Filing - EISEN HARVEY P @ GP STRATEGIES CORP - 2011-12-30

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 EISEN HARVEY P 2. Issuer Name and Ticker or Trading Symbol GP STRATEGIES CORP [ GPX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) NonExec Chairman of the Board (Last) (First) (Middle) BEDFORD OAK PARTNERS, 100 SOUTH BEDFORD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/30/2011 (Street) MOUNT KISCO, NY10549 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 12/30/2011 S 350,000 ( 1 ) D $ 12.3 0 I Indirect ( 2 ) Common Stock 42,820 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EISEN HARVEY P BEDFORD OAK PARTNERS 100 SOUTH BEDFORD ROAD MOUNT KISCO, NY10549 X NonExec Chairman of the Board Signatures By: Ann M. Blank For: Harvey P. Eisen 01/04/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of shares of common stock, par value, $0.01 per share, of GPX to be sold pursuant to a privately negotiated Stock Transfer Agreement entered into between Bedford Oak Partners, L.P. and Sagard Capital Partners, L.P. on December 30, 2011. The sale thereunder is anticipated to close on or before January 13, 2012. ( 2 )Shares owned directly by Bedford Oak Partners, L.P. (the "Partnership"). A portion of these securities may also be deemed to be owned beneficially indirectly by Bedford Oak Management, LLC, the general partner of the Partnership (the "General Partner"), and by Harvey P. Eisen, the Managing Member of the General Partner, in accordance with the respective "pecuniary interests" of such persons (within the meaning of Exchange Act Rule 16a-1(a)(2). An affiliated entity, Bedford Oak Advisors, LLC as investment manager of the Partnership ("Advisors") has the power to vote and dispose of such shares but has no pecuniary interest therein. The General Partner and Mr. Eisen disclam any beneficial interest in such securities in excess of such pecunary interest.

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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