UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GP Strategies Corporation
(Name of Issuer)
Common Stock Common Stock, $0.01 par value per share
(Title of Class of Securities)
36225V104
(CUSIP Number)
Merihan Tynan
Cove Street Capital, LLC
2101 East El Segundo Boulevard. Suite 302
El Segundo, CA 90245
(424) 221-5897
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 26, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other
parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
** This Amendment No. 2” dated October 26th
2020, reflects a 1% change in beneficial ownership, which amends and supplements Amendment No. 1” dated May 20th 2020,
adding the statement on Schedule 13D filed on November 21, 2019 (the "original Schedule 13D").
The information required on 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).
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CUSIP No. 36225V104
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13D
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Page 1 of 5 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cove Street Capital, LLC
27-5376591
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
1,677,124
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
2,484,233 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,484,233
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.55% (2)
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14.
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TYPE OF REPORTING PERSON (see instructions)
IA
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(1) The shared dispositive power includes 594,735 Shares (as defined herein) in a separately managed
account, which CSC (as defined herein) does not have any voting power over. The Shared dispositive power also includes an account
in the name of Jeffrey Bronchick managed by Cove Street Capital - this accounts holds 4,000 shares of GPX.
(2) The percentage was calculated based on
17,068,443 shares of Common Stock outstanding as of July 21, 2020 as reported on the Form 10-Q filed by the Issuer on
August 7, 2020
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CUSIP No. 36225V104
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13D
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Page 2 of 5 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey Bronchick
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO, PF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
4,000
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8.
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SHARED VOTING POWER
1,677,124
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9.
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SOLE DISPOSITIVE POWER
4,000
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10.
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SHARED DISPOSITIVE POWER
2,484,233(1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,484,233
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.55% (2)
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN
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(1) The shared dispositive power includes 594,735 Shares (as defined herein) in a separately managed
account, which CSC (as defined herein) does not have any voting power over. The Shared dispositive power also includes an account
in the name of Jeffrey Bronchick managed by Cove Street Capital - this accounts holds 4,000 shares of GPX.
(2) The
percentage was calculated based on 17,068,443 shares of Common Stock outstanding as of July 21, 2020 as reported on the Form
10-Q filed by the Issuer on August 7, 2020..
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CUSIP No. 36225V104
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13D
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Page 3 of 5 Pages
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Item 1. Security and Issuer.
This
statement relates to the Common Stock, par value $0.01 per share (the "Shares"), of GP Strategies Corporation, a Delaware corporation
(the "Issuer" or "GPX"). The address of the principal executive offices of the Issuer is 70 Corporate Center, 11000 Broken Land
Parkway, Suite 200, Columbia, MD 21044.
Item
2. Identity and Background.
a)
This statement is filed by:
(i)
Cove Street Capital, LLC,
a Delaware limited liability company (“CSC”), with respect to the Shares beneficially owned by it; and
(ii)
Jeffrey Bronchick, as a member of CSC.
Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each
of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.
b)
The address of the
principal office of each of the Reporting Persons is 2101
East El Segundo
Boulevard, Suite 302,
El Segundo,
CA 90245
c)
The principal business of CSC is providing investment advisory and investment management services. Mr. Bronchick serves as a member
of CSC.
d)
No Reporting Person has, during
the last five years, been
convicted in
a criminal proceeding
(excluding traffic
violations or similar
misdemeanors).
e)
No Reporting Person has, during
the last five years,
been a party to a civil proceeding
of a judicial or administrative
body of competent
jurisdiction
and, as a result
of such proceeding,
was or is
subject to a judgment,
decree
or final order (1)
enjoining
future violations
of, or prohibiting
or mandating
activities subject to, federal or state
securities laws, or (2)
finding any
violation with respect
to such laws.
f)
CSC is organized under the laws of the state of Delaware. Mr. Bronchick is a citizen of the United States of America.
Item
3. Source or Amount of Funds or Other Consideration.
The
Shares held by CSC were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is
incorporated by reference herein. The aggregate purchase price of the 2,484,233 Shares beneficially owned by CSC is approximately
$38,288,911, including brokerage commissions.
The
Shares purchased by Mr. Bronchick were purchased with personal funds in open market purchases, except as otherwise noted. The
aggregate purchase price of the 4,000 Shares beneficially owned by Mr. Bronchick is approximately $78,079, including brokerage
commissions.
Item 4. Purpose of Transaction.
**This Amendment No. 2” dated October 26th
2020, reflects a 1% change in beneficial ownership, which amends and supplements amendment No. 1” dated May 20th 2020,
reflects a 1% change in beneficial ownership, which
amends and supplements the statement on Schedule 13D filed on November 21, 2019 (the "original Schedule 13D").
As
per original filing, the Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased,
were undervalued and represented an attractive investment opportunity. The Securities reported in this filing have been purchased
and held for investment purposes on behalf of client accounts in which CSC has discretionary investment and voting power. Depending
upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares
at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease
their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions
or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. As such, CSC, subject to applicable
legal requirements, may in the future acquire additional securities of the Issuer on behalf of CSC's clients or dispose of some
or all of CSC's current holdings of the Securities in the ordinary course of CSC's business and the management of its client accounts.
Item 5. Interest
in Securities of the Issuer.
The
aggregate percentages calculated based on
17,068,443 shares of Common Stock outstanding as of July 21, 2020 as reported on the Form 10-Q filed by the Issuer on
August 7, 2020.
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(a)
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As
of the close of business on October 26, 2020, CSC beneficially owned 2,484,233 Shares.
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Percentage:
Approximately 14.55%
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(b)
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1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,677,124
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
2,484,233
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(c)
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The
transactions in the Shares by CSC during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
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(a)
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As
of the close of business on October 26, 2020, Mr. Bronchick beneficially owned 5,000
Shares. As a member of CSC, Mr. Bronchick may be deemed the beneficial owner of the 2,484,233
Shares owned by CSC.
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Percentage:
Approximately 14.55%
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(b)
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1.
Sole power to vote or direct vote: 4,000
2. Shared power to vote or direct
vote: 1,677,124
3. Sole power to dispose or direct
the disposition: 4,000
4. Shared power to dispose or
direct the disposition: 2,484,233
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(c)
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Mr.
Bronchick has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of CSC during the past sixty days are set forth
in Schedule A and are incorporated herein by reference.
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The
filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d)
of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the
Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by
such Reporting Person, except to the extent of their pecuniary interest therein.
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(d)
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No
person other than the Reporting Persons is known to have the right to receive, or the
power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
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Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except
as otherwise described in the original Schedule 13D, there are no contracts, arrangements, understandings, or relationships
(legal or otherwise) among CSC, or between any third party, with respect to any securities of the Issuer.
Item 7. Material
to Be Filed as Exhibits.
N/A.
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CUSIP No. 36225V104
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13D
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Page 4 of 5 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:
October 26, 2020
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Cove Street Capital LLC
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/s/
Merihan Tynan
Name:
Merihan Tynan
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Title: Chief Compliance Officer; Principal
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/s/ Jeffrey Bronchick
Jeffrey Bronchick
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CUSIP No. 36225V104
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13D
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Page 5 of 5 Pages
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SCHEDULE
A
Transactions
in the Shares During the Past Sixty Days
Nature of the Transaction
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Amount of Securities
Purchased/(Sold)
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Price ($)
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Date of
Purchase/Sale
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COVE
STREET CAPITAL, LLC
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