d1068269_13ga.htm


 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*


GSE Systems, Inc.
(Name of Issuer)


Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)


36227K106
(CUSIP Number)


December 31, 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)

__________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 



 
 
 


CUSIP No
36227K106
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Newland Capital Management, LLC
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(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
  
     
 
1,912,575
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
1,912,575
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,912,575
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
10.1%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
  

 
 
 


CUSIP No
36227K106
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Newland Master Fund, Ltd.
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(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
  
     
 
1,912,575
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
1,912,575
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,912,575
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
10.1%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
  


 
 
 


CUSIP No
36227K106
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Newland Offshore Fund, Ltd.
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(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
  
     
 
1,631,426
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
1,631,426
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,631,426
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
8.6%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
  


 
 
 


CUSIP No
36227K106
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Ken Brodkowitz
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(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
  
     
 
1,912,575
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
1,912,575
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,912,575
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
10.1%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
  

 
 
 


CUSIP No
36227K106
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Michael Vermut
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(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
  
     
 
1,912,575
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
1,912,575
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,912,575
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
10.1%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
  


 
 
 


CUSIP No
36227K106
    
       
Item 1.
(a).
Name of Issuer:
  
       
   
GSE Systems, Inc.
  

 
(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
  

 
(b).
Address of Principal Business Office, or if None, Residence:
 
  
   
Newland Capital Management, LLC
350 Madison Avenue
11th Floor
New York, New York 10017
 
Newland Master Fund, Ltd.
c/o Goldman Sachs (CAYMAN) Trust, Limited
P.O. Box 896
Gardenia Court, Suite 3307
45 Market Street
Camana Bay
Cayman Islands KY1-1103

Newland Offshore Fund, Ltd.
c/o Goldman Sachs (CAYMAN) Trust, Limited
P.O. Box 896
Gardenia Court, Suite 3307
45 Market Street
Camana Bay
Cayman Islands KY1-1103

Ken Brodkowitz
c/o Newland Capital Management, LLC
350 Madison Avenue
11th Floor
New York, New York 10017
 
Michael Vermut
c/o Newland Capital Management, LLC
350 Madison Avenue
11th Floor
  
   
New York, New York 10017
  


 
 
 


 
(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
  

 
(d).
Title of Class of Securities:
  
       
   
Common Stock, $0.01 Par Value Per Share
  

 
(e).
CUSIP Number:
  
       
   
36227K106
  

Item 3.
  
If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 
(a)
[_]
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

 
(b)
[_]
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

 
(d)
[_]
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
(e)
[_]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-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 (12 U.S.C.1813);

 
(i)
[_]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
[_]
Group, in accordance with s.240.13d-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: 1,912,575
Newland Master Fund, Ltd.: 1,912,575
Newland Offshore Fund, Ltd.: 1,631,426
Ken Brodkowitz: 1,912,575
Michael Vermut: 1,912,575

 
(b)
Percent of class:
     
   
Newland Capital Management, LLC: 10.1%
Newland Master Fund, Ltd.: 10.1%
Newland Offshore Fund, Ltd.: 8.6%
Ken Brodkowitz: 10.1%
Michael Vermut: 10.1%

 
(c)
Number of shares as to which Newland Capital Management, LLC has:

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,912,575
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,912,575
.

 
Number of shares as to which Newland Master Fund, Ltd. has:

   
(i)
Sole power to vote or to direct the vote
0
,
           
   
(ii)
Shared power to vote or to direct the vote
1,912,575
,
           
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
           
   
(iv)
Shared power to dispose or to direct the disposition of
1,912,575
.


 
 
 


 
Number of shares as to which Newland Offshore Fund, Ltd. has:

   
(i)
Sole power to vote or to direct the vote
0
,
           
   
(ii)
Shared power to vote or to direct the vote
1,631,426
,
           
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
           
   
(iv)
Shared power to dispose or to direct the disposition of
1,631,426
.

 
Number of shares as to which Ken Brodkowitz has:

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,912,575
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,912,575
.

 
Number of shares as to which Michael Vermut has:

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,912,575
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,912,575
.

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.

 
If a parent holding company 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 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 §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 §240.13d-1(c) or §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.
Certification.
 
 
(a)
The following certification shall be included if the statement is filed pursuant to §240.13d-1(b).
 

   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 that purpose or effect.
 

 
(b)
The following certification shall be included if the statement is filed pursuant to §240.13d-1(b)(1)(ii)(J), or if the statement is filed pursuant to §240.13d-1(b)(1)(ii)(K) and a member of the group is a non-U.S. institution eligible to file pursuant to §240.13d-1(b)(1)(ii)(J):

   
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to [insert particular category of institutional investor] is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s).  I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

 
(c)
The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

   
By signing below I certify that, to the best of my 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 that 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.
 

 
February 16, 2010
 
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
     
 
KEN BRODKOWITZ*
 
 
/s/ Ken Brodkowitz
   
 
 
MICHAEL VERMUT*
 
 
/s/ Michael Vermut
   

*The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of the Reporting Persons’ pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
 
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 

 
 
 


EXHIBIT A

AGREEMENT


The undersigned agree that this Schedule 13G/A dated February 16, 2010 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
     
 
KEN BRODKOWITZ
 
 
/s/ Ken Brodkowitz
   
 
 
MICHAEL VERMUT
 
 
/s/ Michael Vermut
   


 

SK 25958 0003 1068269