GSE SYSTEMS, INC.
|
(Name
of Issuer)
|
Common Stock, $.01 par
value
|
(Title
of Class of Securities)
|
36227K106
|
(CUSIP
Number)
|
December 31, 2008
|
(Date
of Event Which Requires Filing of this
Statement)
|
(1)
|
Names
of Reporting Persons.
|
Westcliff
Capital Management, LLC
|
||||
(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) £
(b) £
|
||||
(3)
|
SEC
Use Only
|
|||||
(4)
|
Citizenship
or Place of Organization
|
California
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
(5)
|
Sole
Voting Power
|
0
|
|||
(6)
|
Shared
Voting Power
|
462,567
|
||||
(7)
|
Sole
Dispositive Power
|
0
|
||||
(8)
|
Shared
Dispositive Power
|
462,567
|
||||
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
462,567
|
||||
(10)
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
£
|
||||
(11)
|
Percent
of Class Represented by Amount in Row (9)
|
2.9%
|
||||
(12)
|
Type
of Reporting Person (See Instructions)
|
IA
|
(1)
|
Names
of Reporting Persons.
|
Richard
S. Spencer III
|
||||
(2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) £
(b) £
|
||||
(3)
|
SEC
Use Only
|
|||||
(4)
|
Citizenship
or Place of Organization
|
United
States
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
(5)
|
Sole
Voting Power
|
0
|
|||
(6)
|
Shared
Voting Power
|
462,567
|
||||
(7)
|
Sole
Dispositive Power
|
0
|
||||
(8)
|
Shared
Dispositive Power
|
462,567
|
||||
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
462,567
|
||||
(10)
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
£
|
||||
(11)
|
Percent
of Class Represented by Amount in Row (9)
|
2.9%
|
||||
(12)
|
Type
of Reporting Person (See Instructions)
|
HC,
IN
|
|
Item
1(a). Name of Issuer:
|
|
Item
1(b). Address of Issuer’s Principal Executive
Offices:
|
|
Item
2(a). Names of Persons
Filing:
|
|
Item
2(b). Address of Principal Business Office or, if none,
Residence:
|
|
Item
2(c). Citizenship:
|
|
Item
2(d). Title of Class of
Securities:
|
|
Item
2(e). CUSIP Number:
|
|
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:
|
|
Item
4. Ownership.
|
|
Item
5. Ownership of Five Percent or Less of a
Class
|
|
Item
6. Ownership of More than Five Percent on
Behalf of Another Person.
|
|
Item
7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company
|
|
Item
8. Identification and Classification of
Members of the Group
|
|
Item
9. Notice of Dissolution of
Group
|
|
Item
10. Certification
|
Dated: January
21, 2009
|
WESTCLIFF
CAPITAL MANAGEMENT, LLC
By:
/s/ Richard S.
Spencer
III
Richard S. Spencer III, its Manager
|
RICHARD
S. SPENCER III
/s/ Richard S. Spencer
III
Richard
S. Spencer III
|
Dated: January
21, 2009
|
WESTCLIFF
CAPITAL MANAGEMENT, LLC
By:
/s/ Richard S.
Spencer
III
Richard S. Spencer III, its Manager
|
RICHARD
S. SPENCER III
/s/ Richard S. Spencer
III
Richard
S. Spencer III
|