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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Greene Brian
2. Issuer Name and Ticker or Trading Symbol

GSE SYSTEMS INC [ GVP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
VP NITC
(Last)          (First)          (Middle)

GSE SYSTEMS, 6940 COLUMBIA GATEWAY DRIVE, SUITE 470
3. Date of Earliest Transaction (MM/DD/YYYY)

6/23/2021
(Street)

COLUMBIA, MD 21046-3308
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 6/23/2021  A  33144 (1)A$0 (2)33144 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) These shares of common stock represent restricted share units granted pursuant to a Restricted Share Unit Agreement between Mr. Greene and the Issuer and are subject to forfeiture. The restricted share units awarded vest in one installment of 5,524 shares on June 30, 2021, and ten installments of 2,762 shares on each of September 30, 2021, December 31, 2021, March 31, 2022, June 30, 2022, September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023, and September 30, 2023, and December 31, 2023.
(2) These restricted share units were granted to Mr. Greene for his services as the Vice President, Nuclear Industry Training and Consulting Business.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Greene Brian
GSE SYSTEMS
6940 COLUMBIA GATEWAY DRIVE, SUITE 470
COLUMBIA, MD 21046-3308


VP NITC

Signatures
/s/ Brian Greene6/25/2021
**Signature of Reporting PersonDate

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