SECURITIES AND EXCHANGE COMMI[OBJECT OMITTED]SSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )
GSE SYSTEMS, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
36227K106
--------------------------------------------------------------------------------
(CUSIP Number)
September 11, 2009
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
CUSIP No. 36227K106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Newland Capital Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,122,673
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,122,673
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,122,673
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
12. TYPE OF REPORTING PERSON
OO
CUSIP No. 36227K106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Newland Master Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,122,673
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,122,673
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,122,673
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
12. TYPE OF REPORTING PERSON
CO
CUSIP No. 36227K106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Newland Offshore Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
933,503
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
933,503
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
933,503
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
12. TYPE OF REPORTING PERSON
CO
CUSIP No. 36227K106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ken Brodkowitz
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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
1,122,673
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,122,673
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,122,673
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
12. TYPE OF REPORTING PERSON
IN
CUSIP No. 36227K106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Vermut
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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
1,122,673
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,122,673
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,122,673
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
12. TYPE OF REPORTING PERSON
IN
CUSIP No. 36227K106
---------------------
Item 1(a). Name of Issuer:
GSE SYSTEMS, INC.
-------------------------------------------------------------------
Item 1(b). Address of Issuer's Principal Executive Offices:
1332 Londontown Blvd., Suite 200
Sykesville, Maryland 21784
-------------------------------------------------------------------
Item 2(a). Name of Person Filing:
Newland Capital Management, LLC
Newland Master Fund, Ltd.
Newland Offshore Fund, Ltd.
Ken Brodkowitz
Michael Vermut
-------------------------------------------------------------------
Item 2(b). Address of Principal Business Office, or if None, Residence:
Newland Capital Management, LLC
350 Madison Avenue
11th Floor
New York, New York 10017
United States of America
Newland Master Fund, Ltd.
c/o Newland Capital Management, LLC
350 Madison Avenue
11th Floor
New York, New York 10017
United States of America
Newland Offshore Fund, Ltd.
c/o Newland Capital Management, LLC
350 Madison Avenue
11th Floor
New York, New York 10017
United States of America
Ken Brodkowitz
c/o Newland Capital Management, LLC
350 Madison Avenue
11th Floor
New York, New York 10017
United States of America
Michael Vermut
c/o Newland Capital Management, LLC
350 Madison Avenue
11th Floor
New York, New York 10017
United States of America
-------------------------------------------------------------------
Item 2(c). Citizenship:
Newland Capital Management, LLC - Delaware limited liability company
Newland Master Fund, Ltd. - Cayman Islands exempted company
Newland Offshore Fund, Ltd. - Cayman Islands exempted company
Ken Brodkowitz - United States citizen
Michael Vermut - United States citizen
-------------------------------------------------------------------
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share
-------------------------------------------------------------------
Item 2(e). CUSIP Number:
36227K106
-------------------------------------------------------------------
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Newland Capital Management, LLC - 1,122,673
Newland Master Fund, Ltd. - 1,122,673
Newland Offshore Fund, Ltd. - 933,503
Ken Brodkowitz - 1,122,673
Michael Vermut - 1,122,673
---------------------------------------------------------------------
(b) Percent of class:
Newland Capital Management, LLC - 7.0%
Newland Master Fund, Ltd. - 7.0%
Newland Offshore Fund, Ltd. - 5.8%
Ken Brodkowitz - 7.0%
Michael Vermut - 7.0%
---------------------------------------------------------------------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Newland Capital Management, LLC - 0
Newland Master Fund, Ltd. - 0
Newland Offshore Fund, Ltd. - 0
Ken Brodkowitz - 0
Michael Vermut - 0
--------------------------------------------------------------------,
(ii) Shared power to vote or to direct the vote
Newland Capital Management, LLC - 1,122,673
Newland Master Fund, Ltd. - 1,122,673
Newland Offshore Fund, Ltd. - 933,503
Ken Brodkowitz - 1,122,673
Michael Vermut - 1,122,673
--------------------------------------------------------------------,
(iii) Sole power to dispose or to direct the
disposition of
Newland Capital Management, LLC - 0
Newland Master Fund, Ltd. - 0
Newland Offshore Fund, Ltd. - 0
Ken Brodkowitz - 0
Michael Vermut - 0
--------------------------------------------------------------------,
(iv) Shared power to dispose or to direct the
disposition of
Newland Capital Management, LLC - 1,122,673
Newland Master Fund, Ltd. - 1,122,673
Newland Offshore Fund, Ltd. - 933,503
Ken Brodkowitz - 1,122,673
Michael Vermut - 1,122,673
--------------------------------------------------------------------.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following []
N/A
----------------------------------------------------------------------
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
----------------------------------------------------------------------
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
----------------------------------------------------------------------
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
----------------------------------------------------------------------
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
----------------------------------------------------------------------
Item 10. Certifications.
By signing below the Reporting Persons certify that, to the best of their
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having such purpose or
effect.
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.
September 24, 2009
----------------------------------------
(Date)
NEWLAND CAPITAL MANAGEMENT, LLC *
By: /s/ Ken Brodkowitz
------------------
Name: Ken Brodkowitz
Title: Managing Member
NEWLAND MASTER FUND, LTD.*
By: /s/ Ken Brodkowitz
------------------
Name: Ken Brodkowitz
Title: Director
NEWLAND OFFSHORE FUND, LTD.*
By: /s/ Ken Brodkowitz
------------------
Name: Ken Brodkowitz
Title: Director
/s/ Ken Brodkowitz *
------------------
KEN BRODKOWITZ
/s/ Michael Vermut *
------------------
MICHAEL VERMUT
* The Reporting Persons disclaim beneficial ownership over the securities
reported herein except to the extent of the reporting persons' pecuniary
interest therein.
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13G dated September 24, 2009
relating to the Common Stock, par value $0.01 per share, of GSE SYSTEMS, INC.
shall be filed on behalf of the undersigned.
NEWLAND CAPITAL MANAGEMENT, LLC
By: /s/ Ken Brodkowitz
------------------
Name: Ken Brodkowitz
Title: Managing Member
NEWLAND MASTER FUND, LTD.
By: /s/ Ken Brodkowitz
------------------
Name: Ken Brodkowitz
Title: Director
NEWLAND OFFSHORE FUND, LTD.
By: /s/ Ken Brodkowitz
------------------
Name: Ken Brodkowitz
Title: Director
/s/ Ken Brodkowitz
------------------
KEN BRODKOWITZ
/s/ Michael Vermut
------------------
MICHAEL VERMUT
SK 25958 0003 1032552