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Ownership Document |
Schema Version: X0202 |
Document Type: 4 |
Period of Report: 8/10/06 |
Issuer: |
| Issuer CIK: 944480 |
| Issuer Name: GSE SYSTEMS INC |
| Issuer Trading Symbol: GVP |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1348301 |
| | Owner Name: SELECT CONTRARIAN VALUE PARTNERS L P |
| Reporting Owner Address: |
| | Owner Street 1: 4200 MONTROSE BLVD. |
| | Owner Street 2: SUITE 510 |
| | Owner City: HOUSTON |
| | Owner State: TX |
| | Owner ZIP Code: 77006 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1356770 |
| | Owner Name: KAIZEN MANAGEMENT, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 4200 MONTROSE BLVD. |
| | Owner Street 2: SUITE 510 |
| | Owner City: HOUSTON |
| | Owner State: TX |
| | Owner ZIP Code: 77006 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1356769 |
| | Owner Name: Kaizen Capital, L.L.C. |
| Reporting Owner Address: |
| | Owner Street 1: 4200 MONTROSE BLVD. |
| | Owner Street 2: SUITE 510 |
| | Owner City: HOUSTON |
| | Owner State: TX |
| | Owner ZIP Code: 77006 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1356921 |
| | Owner Name: BERRY DAVID W |
| Reporting Owner Address: |
| | Owner Street 1: 4200 MONTROSE BLVD. |
| | Owner Street 2: SUITE 510 |
| | Owner City: HOUSTON |
| | Owner State: TX |
| | Owner ZIP Code: 77006 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1313253 |
| | Owner Name: Spectrum Galaxy Fund Ltd. |
| Reporting Owner Address: |
| | Owner Street 1: 4200 MONTROSE BLVD. |
| | Owner Street 2: SUITE 510 |
| | Owner City: HOUSTON |
| | Owner State: TX |
| | Owner ZIP Code: 77006 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 8/10/06 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 15,400 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 3.8987 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 45,400 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote 2. |
| Footnote ID: F2 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 8/11/06 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,600 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 3.9184 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 53,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnote 2. |
| Footnote ID: F2 |
Derivative Table: |
Footnotes: |
| Footnote - F1: This Form 4 is being filed by Select Contrarian Value Partners, L.P. ("Select"), Kaizen Management, L.P., as general partner of Select ("Management"), Kaizen Capital, L.L.C., as general partner of Management ("Capital"), David W. Berry, as the manager and member of Capital ("Berry"), and Spectrum Galaxy Fund Ltd. ("Spectrum"). |
| Footnote - F2: The transactions reported in this Form 4 were effected solely by Spectrum. By contract, Management serves as the sole investment manager to Kaizen Fundamental Value Fund, a separate class of shares of Spectrum, which is a company incorporated under the laws of the British Virgin Islands. In accordance with Instruction 4(b)(iv) of Form 4, all shares of common stock of GSE Systems, Inc. ("GSE") acquired by Spectrum are reported herein. Select, Management, Capital and Berry hereby disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, beneficial ownership of such shares, except to the extent of their respective pecuniary interest therein, if any. This report on Form 4 shall not be deemed to be an admission that any of Select, Management, Capital or Berry is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. Spectrum hereby disclaims beneficial ownership of all securities of GSE held by Select. |
Owner Signature: |
| Signature Name: Select Contrarian Value Partners, L.P., by Kaizen Management, L.P., its General Partner, by Kaizen Capital, L.L.C., its General Partner, by /s/ David W. Berry, Manager |
| Signature Date: 8/14/06 |
Owner Signature: |
| Signature Name: Kaizen Management, L.P., by Kaizen Capital, L.L.C., its General Partner, by /s/ David W. Berry, Manager |
| Signature Date: 8/14/06 |
Owner Signature: |
| Signature Name: Kaizen Capital, L.L.C., by /s/ David W. Berry, Manager |
| Signature Date: 8/14/06 |
Owner Signature: |
| Signature Name: /s/ David W. Berry |
| Signature Date: 8/14/06 |
Owner Signature: |
| Signature Name: Spectrum Galaxy Fund Ltd., by /s/ Dion R. Friedland |
| Signature Date: 8/14/06 |