Amended Statement of Ownership (sc 13g/a)
February 27 2017 - 6:11AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
GSE SYSTEMS,
INC.
(Name of Issuer)
Common Stock,
par value $0.01
(Title of Class of Securities)
36227K106
(CUSIP Number)
December 31,
2016
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 36227K106
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1
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NAME OF REPORTING PERSON
JACK SILVER
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,466,189
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,466,189
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8
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SHARED DISPOSITIVE POWER
0
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,466,189
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 36227K106
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1
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NAME OF REPORTING PERSON
sherleigh associates inc.
profit sharing plan
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,432,694
|
|
6
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SHARED VOTING POWER
0
|
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7
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SOLE DISPOSITIVE POWER
1,432,694
|
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8
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SHARED DISPOSITIVE POWER
0
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,432,694
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.7%
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12
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TYPE OF REPORTING PERSON
EP
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CUSIP No. 36227K106
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1
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NAME OF REPORTING PERSON
sILVER INVESTMENT PARTNERS
LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
33,495
|
|
6
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SHARED VOTING POWER
0
|
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7
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SOLE DISPOSITIVE POWER
33,495
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8
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SHARED DISPOSITIVE POWER
0
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,495
|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 36227K106
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1
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NAME OF REPORTING PERSON
RS PROPERTIES I LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
108,374
|
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6
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SHARED VOTING POWER
0
|
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7
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SOLE DISPOSITIVE POWER
108,374
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8
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SHARED DISPOSITIVE POWER
0
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,374
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 36227K106
Item 1.
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(a)
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Name of Issuer:
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GSE Systems, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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1332 Londontown Blvd.,
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Suite 200
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Sykesville, MD 21784
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Item 2.
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(a)
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Name of Person Filing:
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Jack Silver
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Sherleigh Associates Inc. Profit Sharing Plan
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Silver Investment Partners LP
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RS Properties I LLC
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(b)
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Address of Principal Business Office or, if none, Residence:
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80 Columbus Circle PH76A
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New York, NY 10023
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(c)
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Citizenship:
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United States
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(d)
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Title of Class of Securities:
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Common Stock, par value $0.01
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(e)
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CUSIP Number:
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36227K106
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Item 3. If this statement is filed pursuant to §§240.13d-1(b),
or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or Dealer registered under Section 15 of the Act
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act
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(c)
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¨
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Insurance Company as defined in section 3(a)(19) of the Act
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CUSIP No. 36227K106
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(d)
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¨
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Investment Company registered under section 8 of the Investment Company Act of 1940
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(e)
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¨
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Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
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(f)
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¨
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Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F)
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(g)
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¨
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Parent Holding Company or Control Person, in accordance with Rule 13d-1(b)(1)(ii)(G)
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
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(j)
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¨
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J)
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(k)
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¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K)
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Item 4. Ownership.
(a) – (c)
As
of the date hereof, the reporting persons beneficially own 1,574,563 shares of Common Stock of
GSE Systems, Inc. representing
8.4% of the outstanding Common Stock based on 18,683,009 shares of Common Stock outstanding as reported in the issuer’s Quarterly
Report on Form 10-Q for the period ended September 30, 2016. Such shares of Common Stock beneficially owned by the reporting persons
include (i) 1,432,694 shares of Common Stock held by Sherleigh Associates Inc. Profit Sharing Plan, a trust of which Jack Silver
is the trustee, (ii) 33,495 shares of Common Stock held by Silver Investment Partners LP, a limited partnership of which Mr. Silver
is the general partner, and (iii) 108,374 held by RS Partners I LLC.
Mr.
Silver has the sole voting and dispositive power with respect to all 1,466,189 shares of Common Stock owned by
Sherleigh
Associates Inc. Profit Sharing Plan and Silver Investment Partners LP
.
Item 5. Ownership of Five Percent or Less of a Class.
If this
statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following
¨
.
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Not applicable.
CUSIP No. 36227K106
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
A “group” within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5(b)(i) thereunder, may have been formed that
includes Jack Silver & RS Properties I LLC.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best
of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having such purposes or effect, other than activities solely in connection with a nomination
under Rule 14a-11.
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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February 27, 2017
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Date
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/s/ Jack Silver
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Signature
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Jack Silver
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Name/Title
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Sherleigh Associates Inc. Profit Sharing Plan
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By:
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/s/ Jack Silver
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Name: Jack Silver
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Title: Trustee
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CUSIP No. 36227K106
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Silver Investment Partners LP
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By:
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/s/ Jack Silver
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Name: Jack Silver
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Title: General Partner
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RS Properties I LLC
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By:
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/s/ Jesse Kohn
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Name: Jesse Kohn
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Title: General Partner
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