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Spectrum Galaxy Fund Ltd., et al. – ‘4’ for 8/10/06 re: Gse Systems Inc.

On:  Monday, 8/14/06, at 5:58pm ET   ·   For:  8/10/06   ·   As:  10% Owner   ·   Accession #:  1209191-6-45831   ·   File #:  1-14785

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/14/06  Spectrum Galaxy Fund Ltd.         4          10% Owner   1:12K  Gse Systems Inc.                  DONNELLEY FIN… File16/FA
          Berry David W
          Kaizen Capital, L.L.C.
          Kaizen Management, L.P.
          Select Contrarian Value Partners LP

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     11K 
                Securities by an Insider --                                      
                bod38886_bod1gse.xml/2.2                                         




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
Plain Text rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
                                                                                                                                                                                
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 - F1This 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 - F2The 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


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