Sec Form 4 Filing - Baer Karl @ GP STRATEGIES CORP - 2014-09-30

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 Baer Karl 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) Executive Vice President (Last) (First) (Middle) GP STRATEGIES CORPORATION, 11 MAIN ST. 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2014 (Street) MYSTIC, CT06355 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 09/30/2014 D( 1 ) 4,181 D $ 29 10,218 D Common Stock 09/30/2014 S( 1 ) 6,329 ( 2 ) D $ 29 4,124 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Baer Karl GP STRATEGIES CORPORATION 11 MAIN ST. MYSTIC, CT06355 Executive Vice President Signatures Karl Baer 10/02/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the number of shares tendered by the reporting person pursuant to the Registrant's modified Dutch auction tender offer which expired at 12:00 midnight, New York City time, on September 29, 2014. ( 2 )Sale of units in a unitized fund within the GP Strategies Retirement Plan, a 401K plan (the "Plan"), where each unit in the fund represents an allocated portion of shares of the Registrant's common stock and cash held by the trustee of the fund. The reported number of shares sold represents the number of shares within the fund allocated to the reporting person's account in the Plan and tendered by the trustee of the Plan after converting the cash portion of the units into shares of the Registrant's common stock and combining them with the shares previously allocated to the reporting person's account. ( 3 )Shares held in GP 401(k) Retirement Savings Plan.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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