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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No.1)

GSE SYSTEMS, INC.
________________________________________________________________________________

(Name of Issuer)

Common Stock, no par value

________________________________________________________________________________

(Title of Class of Securities)

36227K106

_________________________________________________________________________________

(CUSIP Number)

December 31, 2016

_________________________________________________________________________________

(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)

 ☒ Rule 13d-1(c)

 ☐ Rule 13d-1(d)

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

 

(a)   ☒

(b)   ☐

 

 

 

 

 

Notes:

(1)	Calculated based on 18,683,009 shares of common stock outstanding as of November 14, 2016 as indicated in the Issuer’s Quarterly Report on Form 10-Q filed on November 14, 2016.

CUSIP NO.  36227K106

 

(a)   ☒

(b)   ☐

 

 

 

 

Notes:

(1)	Calculated based on 18,683,009 shares of common stock outstanding as of November 14, 2016 as indicated in the Issuer’s Quarterly Report on Form 10-Q filed on November 14, 2016.

CUSIP NO.  36227K106

 

(a)   ☒

(b)   ☐

 

 

 

Notes:

(1)	Calculated based on 18,683,009 shares of common stock outstanding as of November 14, 2016 as indicated in the Issuer’s Quarterly Report on Form 10-Q filed on November 14, 2016.

Item 1.

(b)

Address of Issuer’s Principal Executive Offices: 1332 Londontown Blvd., Suite 200, Sykesville, MD  21784

Item 2.

(b)

Address of Principal Business Office or, if none, Residence:

(c)

Citizenship:

This Schedule 13G is being filed on behalf of (i) PVAM Perlus Microcap Fund L.P., a limited partnership formed under the laws of Jersey in the Channel Islands; (ii) PVAM Holdings Ltd., a corporation formed under the laws of the United Kingdom; and (iii) Pacific View Asset Management (UK) LLP, a limited liability partnership formed under the laws of the United Kingdom (together, the “Reporting Persons”).

PVAM Perlus Microcap Fund L.P. is the beneficial owner of 1,340,129 shares of common stock of GSE Systems, Inc. (the "Shares"). The Shares are held in the account of PVAM Perlus Microcap Fund L.P., the investments of which are managed by Pacific View Asset Management (UK) LLP of which PVAM Holdings Ltd. ("PVAM") is the managing member. Pacific View Asset Management (UK) LLP ("PVAM LLP") exercises voting power and shares dispositive control over the Shares and PVAM shares indirect voting and dispositive power over the Shares. Each of PVAM and PVAM LLP disclaims beneficial ownership of the Shares.

The Reporting Persons have entered into a Joint Filing Agreement, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

The principal business office address of PVAM Perlus Microcap Fund L.P. is Fifth Floor, 37 Esplanade, St. Helier, Jersey, Channel Islands JE1 2TR.

The principal business office address of PVAM Holdings Ltd. is 5^th Floor, 6^th St. Andrew Street, London, EC4A 3AE, United Kingdom.

The principal business office address of Pacific View Asset Management (UK) LLP is 5^th Floor 6 St. Andrew, London, United Kingdom EC4A 3AE.

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:

Not Applicable

(d)    ☐  Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(h)    ☐  A savings associations 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):

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:  PVAM Perlus Microcap Fund L.P. beneficially owns 1,340,129 shares of common stock of the Issuer

(b)

Percent of Class:  7.17%, calculated based on 18,131,817 shares of common stock outstanding as of August 12, 2016 as indicated in the Issuer’s Quarterly Report on Form 10-Q filed on August 15, 2016.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

(ii)

Shared power to vote or to direct the vote:

(iii)

Sole power to dispose or to direct the disposition of:

(iv)

Shared power to dispose or to direct the disposition of:

Instruction: For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

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  ☐

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable

Item 8.  Identification and Classification of Members of the Group

Not Applicable

Item 9.  Notice of Dissolution of Group

Not Applicable

Item 10.  Certification

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, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  February 8, 2016

PVAM PERLUS MICROCAP FUND L.P.

 

Name: Steven Druskin

Title: Director of PVAM Limited, as General Partner

PVAM HOLDINGS LTD.

Name: Steven Druskin

Title: Director

PACIFIC VIEW ASSET MANAGEMENT (UK) LLP

Name: Steven Druskin

Title: Authorized Signatory