UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule13d-102)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)
GSE SYSTEMS, INC.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
36227K106
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(CUSIP Number)
June 22, 2007
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b)
[ ] 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 SCHEDULE 13G PAGE 2 OF 7
1 Name of Reporting Person Westcliff Capital Management, LLC
IRS Identification No. of Above Person EIN 77-0435868
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization California
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 1,609,234
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,609,234
9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,609,234
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11 Percent of Class Represented by Amount in Row 9 10.80%
12 Type of Reporting Person IA
CUSIP NO. 36227K106 SCHEDULE 13G PAGE 3 OF 7
1 Name of Reporting Person Richard S. Spencer III
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization United States
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 1,609,234
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,609,234
9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,609,234
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
11 Percent of Class Represented by Amount in Row 9 10.80%
12 Type of Reporting Person HC, IN
CUSIP NO. 36227K106 SCHEDULE 13G PAGE 4 OF 7
Item 1(a). Name of Issuer:
GSE Systems, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
7133 Rutherford Road, Suite 200, Baltimore, MD 21244
Item 2(a). Names of Persons Filing:
Westcliff Capital Management, LLC ("Westcliff LLC") and Richard S.
Spencer III ("Spencer", and collectively, the "Filers").
Westcliff LLC and Spencer disclaim beneficial ownership of the
Stock (as defined below) except to the extent of their respective
pecuniary interests therein.
Item 2(b). Address of Principal Business Office or, if none, Residence:
200 Seventh Avenue, Suite 105, Santa Cruz, CA 95062
Item 2(c). Citizenship:
See Item 4 of the cover page for each Filer.
Item 2(d). Title of Class of Securities:
This Statement relates to the shares of common stock of the
Issuer (the "Stock").
Item 2(e). CUSIP Number:
458751104
Item 3. If this statement is filed pursuant to Sections 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 Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the
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) [X] An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
CUSIP NO. 36227K106 SCHEDULE 13G PAGE 5 OF 7
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(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);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
See Items 5-9 and 11 of the cover page for each Filer.
Westcliff LLC, as investment manager of various client accounts,
and Spencer, as Westcliff LLC's manager and majority owner, may
be deemed to beneficially own the Stock owned by such accounts,
in that they may be deemed to have the power to direct the voting
or disposition of that Stock. Neither the filing of this
Schedule nor any of its contents shall be deemed to constitute an
admission that Westcliff LLC or Spencer is, for any purpose, the
beneficial owner of any Stock to which this Schedule relates, and
each of Westcliff LLC and Spencer disclaims beneficial ownership
as to that Stock, except to the extent of his or its pecuniary
interests therein. Neither the filing of this Schedule nor any
of its contents shall be deemed to constitute an admission that
any of the other individual officers and members of Westcliff LLC
is, for any purpose, the beneficial owner of any of the Stock to
which this Schedule relates, and such beneficial ownership is
expressly disclaimed.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Westcliff LLC is the investment manager of one or more investment
partnerships, pooled investment vehicles and/or other client
accounts that beneficially hold the Stock and, in that capacity,
has been granted the authority to dispose of and vote the Stock
held by those accounts. The client accounts have the right to
receive (or the power to direct the receipt of) dividends received
in connection with ownership of the Stock and the proceeds from
the sale of the Stock. No single client's holdings exceed five
percent of the Stock.
CUSIP NO. 36227K106 SCHEDULE 13G PAGE 6 OF 7
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. Certifications.
By signing below, each of the signatories certifies that, to the
best of its 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.
Signatures
After reasonable inquiry and to the best of its knowledge and belief,
each of the signatories certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 29, 2007 WESTCLIFF CAPITAL MANAGEMENT, LLC
By: /s/ Richard S. Spencer III
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Richard S. Spencer III
Manager
RICHARD S. SPENCER III
/s/ Richard S. Spencer III
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Richard S. Spencer III
CUSIP NO. 36227K106 SCHEDULE 13G PAGE 7 OF 7
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13G to evidence the agreement of the
below-named parties, in accordance with rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule, as it may be amended,
jointly on behalf of each of such parties.
Dated: June 29, 2007 WESTCLIFF CAPITAL MANAGEMENT, LLC
By: /s/ Richard S. Spencer III
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Richard S. Spencer III,
Manager
RICHARD S. SPENCER III
/s/ Richard S. Spencer III
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Richard S. Spencer III