Sec Form 4 Filing - Esposito-Mayer Sharon @ GP STRATEGIES CORP - 2012-08-06

Insider filing report for Changes in Beneficial Ownership
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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
Esposito-Mayer Sharon
2. Issuer Name and Ticker or Trading Symbol
GP STRATEGIES CORP [ GPX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & Chief Financial Officer
(Last) (First) (Middle)
GP STRATEGIES CORPORATION, 6095 MARSHALEE DR., SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
08/06/2012
(Street)
ELKRIDGE, MD21075
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 08/06/2012 A 15,000 A $ 0 ( 1 ) 39,877 D
Common Stock ( 2 ) 08/06/2012 M 120 A $ 3.93 39,997 D
Common Stock ( 2 ) 08/06/2012 F 58 D $ 19.38 39,939 D
Common Stock ( 2 ) 08/06/2012 M 70,000 A $ 11.08 109,939 D
Common Stock ( 2 ) 08/06/2012 F 50,782 D $ 19.38 59,157 D
Common Stock 08/07/2012 S 5,000 D $ 19.38 54,157 D
Common Stock 9,439 I GP 401(k) Plan ( 3 )
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
Stock Appreciation Right ( 4 ) $ 3.93 08/06/2012 A 120 08/06/2012 08/06/2012 Common Stock 120 $ 0 120 D
Stock Appreciation Right $ 3.93 08/06/2012 M 120 08/06/2012 08/06/2012 Common Stock 120 $ 0 0 D
Stock Appreciation Right ( 4 ) $ 11.08 08/06/2012 A 70,000 08/06/2012 08/06/2012 Common Stock 70,000 $ 0 70,000 D
Stock Appreciation Right $ 11.08 08/06/2012 M 70,000 08/06/2012 08/06/2012 Common Stock 70,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Esposito-Mayer Sharon
GP STRATEGIES CORPORATION
6095 MARSHALEE DR., SUITE 300
ELKRIDGE, MD21075
EVP & Chief Financial Officer
Signatures
Sharon Esposito-Mayer 08/08/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Grant of restricted stock units under the Company's 2011 Stock Incentive Plan, vesting over 5 years with 20% vesting on each anniversary of the August 6, 2012 grant date.
( 2 )Reflects exercise for stock of stock appreciation right with respect to previously reported stock options.
( 3 )Shares held in GP 401(k) Retirement Savings Plan based on plan statement as of June 30, 2012.
( 4 )The stock appreciation right is granted with respect to previously reported stock options and may be exercised for stock. The exercise of the stock appreciation right results in the expiration of the related stock options.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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