Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 4:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities
Exchange Act of 1934
(Amendment No. 2)*
GSE Systems, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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36227K106
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(CUSIP Number)
|
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December 31, 2017
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
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 (however, see the Notes).
CUSIP No. 36227K106
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SCHEDULE 13G/A
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Page 2
of 8 Pages
|
|
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1
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NAME OF REPORTING
PERSONS
PVAM Perlus Microcap Fund L.P.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,616,265 shares of common stock
|
7
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SOLE DISPOSITIVE POWER
0
|
8
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SHARED DISPOSITIVE POWER
1,616,265 shares of common stock
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,616,265 shares of common stock
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% of all of the outstanding shares of common stock of the Issuer
|
12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 36227K106
|
SCHEDULE 13G/A
|
Page
3 of 8 Pages
|
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1
|
NAME OF REPORTING
PERSONS
PVAM Holdings Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,616,265
shares of common stock
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,616,265 shares of common stock
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,616,265 shares of common stock
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% of the outstanding shares of common stock of the Issuer
|
12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 36227K106
|
SCHEDULE 13G/A
|
Page 4
of 8 Pages
|
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1
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NAME OF REPORTING
PERSONS
Pacific View Asset Management (UK) LLP
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
|
3
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SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,616,265 shares of common stock
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,616,265 shares of common stock
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,616,265 shares of common stock
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% of the outstanding shares of common stock of the Issuer
|
12
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TYPE OF REPORTING PERSON
PN
|
CUSIP
No. 36227K106
|
SCHEDULE 13G/A
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Page 5
of 8 Pages
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Item 1.
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(a) Name of Issuer
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GSE Systems, Inc. (the “Issuer”)
Item 1.
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(b) Address of Issuer’s Principal
Executive Offices
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1332 Londontown Blvd., Suite 200, Sykesville, MD 21784
Item 2.
|
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(a, b, c) Names of Person Filing, Address
of
Principal
Business Office, Citizenship:
|
This
Schedule 13G is being filed on behalf of (i) PVAM Perlus Microcap Fund L.P., a limited partnership formed under the laws
of the Cayman Islands; (ii) PVAM Holdings Ltd., a corporation formed under the laws of the United Kingdom; and (iii) Pacific View
Asset Management (UK) LLP, a limited liability partnership formed under the laws of the United Kingdom (together,
the “Reporting Persons”).
PVAM Perlus Microcap Fund L.P. is the beneficial owner of 1,616,265 shares of common stock of GSE Systems, Inc.
(the "Shares"). The Shares are held in the account of PVAM Perlus Microcap Fund L.P., the investments of which are managed by
Pacific View Asset Management (UK) LLP of which PVAM Holdings Ltd. ("PVAM") is the managing member. Pacific View Asset Management
(UK) LLP ("PVAM LLP") exercises voting power and shares dispositive control over the Shares and PVAM shares indirect voting and
dispositive power over the Shares. Each of PVAM and PVAM LLP disclaims beneficial ownership of the Shares.
The Reporting Persons
have entered into a Joint Filing Agreement, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly
in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The principal business
office address of PVAM Perlus Microcap Fund L.P. is c/o Conyers Trust Company (Cayman) Limited Cricket Square, Hutchins Drive, P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands.
The
principal business office address of PVAM Holdings Ltd. is 5th Floor, 6th St. Andrew Street, London, EC4A 3AE, United Kingdom.
The principal business office address of Pacific View Asset Management (UK) LLP is 5th Floor 6 St. Andrew, London, United Kingdom
EC4A 3AE.
Item 2.
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(d) Title of Class of Securities
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Common Stock, par value $0.01 per share
36227K106
CUSIP No. 36227K106
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SCHEDULE 13G/A
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Page 6
of 8 Pages
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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:
Not
Applicable
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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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 (15 U.S.C. 78c);
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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 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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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 (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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CUSIP
No. 36227K106
|
SCHEDULE 13G/A
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Page
7 of 8 Pages
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Item
4. Ownership
Information
with respect to the Reporting Persons' ownership of the Common Stock as of December 31, 2017, is incorporated by reference to
items (5) - (9) and (11) of the cover page of the respective Reporting Person.
The
amount beneficially owned by each Reporting Person is determined based on 19,399,056 shares of Common Stock outstanding
as of October 31, 2017, as the Issuer reported in its most recent Form 10-Q filed with the SEC on November 14, 2017.
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.
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
Not Applicable.
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 that purpose or effect.
CUSIP No. 36227K106
|
SCHEDULE 13G/A
|
Page
8 of 8 Pages
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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.
Dated: February 13, 2018
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PVAM PERLUS MICROCAP FUND L.P.
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By:
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/s/
Steven Druskin
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Steven Druskin, Director of PVAM Limited, as General Partner
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PVAM HOLDINGS LTD.
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By:
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/s/
Steven Druskin
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Steven Druskin, Director
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PACIFIC
VIEW ASSET MANAGEMENT (UK) LLP
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By:
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/s/
Steven Druskin
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Steven Druskin, Authorized Signatory
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