| Item 1. | |
| (a) | Name of issuer:
GSE SYSTEMS INC |
| (b) | Address of issuer's principal executive offices:
6940 COLUMBIA GATEWAY DRIVE, SUITE 470, COLUMBIA, Maryland, 21046-3308 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by the following entities and individuals (collectively, referred to as the "Reporting Persons"):
o Lind Global Fund II LP, a Delaware limited partnership;
o Lind Global Partners II LLC, a Delaware limited liability company; and
o Jeff Easton, an individual and a citizen of the United States of America.
Lind Global Partners II LLC, the general partner of Lind Global Fund II LP, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP.
Jeff Easton, the managing member of Lind Global Partners II LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office for each of the Reporting Persons is:
444 Madison Ave, Floor 41
New York, NY 10022 |
| (c) | Citizenship:
See Row 4 of cover page for each Reporting Person. |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
36227K205 |
| 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: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person.
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| | (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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