Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Fendley Michael Wayne
 2. Date of Event Requiring Statement (Month/Day/Year)
03/22/2016		 3. Issuer Name and Ticker or Trading Symbol
GSE SYSTEMS INC [GVP]
(Last)
(First)
(Middle)
C/O GSE SYSTEMS, INC., 1332 LONDONTOWN BLVD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Services
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SYKESVILLE, MD 21784		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (1) 20,000 (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (1)   (3) 11/11/2018 Common Stock 20,000 $ 0 D  
Employee Stock Option (right to buy) (1)   (4) 11/12/2020 Common Stock 15,000 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fendley Michael Wayne
C/O GSE SYSTEMS, INC.
1332 LONDONTOWN BLVD
SYKESVILLE, MD 21784		       VP, Services  

Signatures

/s/ Michael Wayne Fendley 03/24/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On March 22, 2016, the Board of Directors of the Issuer made the determination that Mr. Fendley qualifies as an officer of the Issuer who performs a policy-making function, and therefore is an officer required to file Section 16 reports.
(2) These shares of common stock represent restricted share units granted pursuant to a restricted share unit agreement between Mr. Fendley and the Issuer, dated October 30, 2015. The restricted share units awarded will vest when the volume weighted average price of the common stock exceeds $2.50 for a 90 consecutive day trading period. These restricted share units were granted to Mr. Fendley pursuant to the Company incentive plan in connection with his execution of a Confidentiality Agreement on October 28, 2015.
(3) Exercisable as follows: 4,000 11/11/2012; 4,000 11/11/2013; 4,000 11/11/2014; 4,000 11/11/2015; 4,000 11/11/2016
(4) Exercisable as follows: 6,000 11/12/2014; 4,500 11/12/2015; 4,500 11/12/2016

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.