Washington, D. C. 20549
(Amendment No. 5)*
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* 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.
1
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NAME OF REPORTING PERSON
JACK SILVER
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,578,466
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
1,578,466
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,578,466
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1%
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
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1
|
NAME OF REPORTING PERSON
sherleigh associates
inc. profit sharing plan
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
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
1,459,594
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
1,459,594
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,459,594
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
|
12
|
TYPE OF REPORTING PERSON
EP
|
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|
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|
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1
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NAME OF REPORTING PERSON
sILVER INVESTMENT PARTNERS
LP
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
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
27,622
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
27,622
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8
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SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,622
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
12
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TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
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1
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NAME OF REPORTING PERSON
sILVER FAMILY 2007 LIMITED
PARTNERSHIP
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
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
1
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
1
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON
PN
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|
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1
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NAME OF REPORTING PERSON
LENA JUNE ENTERPRISES
LLC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
61,249
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
61,249
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8
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SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,249
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10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
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12
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TYPE OF REPORTING PERSON
PN
|
|
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|
|
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1
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NAME OF REPORTING PERSON
JACK SILVER ROTH LLC
2
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
30,000
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6
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SHARED VOTING POWER
0
|
7
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SOLE DISPOSITIVE POWER
30,000
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000
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10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
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12
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TYPE OF REPORTING PERSON
PN
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1
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NAME OF REPORTING PERSON
RS PROPERTIES I LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
108,375
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6
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SHARED VOTING POWER
0
|
7
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SOLE DISPOSITIVE POWER
108,375
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,375
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
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12
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TYPE OF REPORTING PERSON
PN
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Item 1.
(a) Name
of Issuer:
GSE Systems, Inc.
(b) Address
of Issuer’s Principal Executive Offices:
1332 Londontown Blvd.,
Suite 200
Sykesville, MD 21784
Item 2.
(a) Name
of Person Filing:
Jack Silver
Sherleigh Associates Inc. Profit Sharing
Plan
Silver Investment Partners LP, a Delaware
limited partnership
Silver Family 2007 Limited Partnership,
a Delaware limited partnership
Lena June Enterprises LLC, a New
York limited liability company
Jack Silver Roth LLC 2, a New York
limited liability company
RS Properties I LLC, a Delaware
limited liability company
(b) Address
of Principal Business Office or, if none, Residence:
80 Columbus Circle PH76A
New York, NY 10023
(c) Citizenship:
United States
(d) Title
of Class of Securities:
Common Stock, par value $0.01
(e) CUSIP
Number:
36227K106
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
(b)
¨
Bank as defined in section 3(a)(6) of the Act
(c)
¨
Insurance Company as defined in section 3(a)(19)
of the Act
(d)
¨
Investment Company registered under section 8
of the Investment Company Act of 1940
(e)
¨
Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f)
¨
Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F)
(g)
¨
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
(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
(j)
¨
A non-U.S. institution in
accordance with Rule 13d-1(b)(1)(ii)(J)
(k)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(K)
Item 4. Ownership.
(a) – (c)
As
of the date hereof, the reporting persons beneficially own 1,686,841 shares of Common Stock of
GSE Systems, Inc. representing
8.7% of the outstanding Common Stock based on 19,399,056 shares of Common Stock outstanding as reported in the issuer’s Quarterly
Report on Form 10-Q for the period ended September 30, 2017. Such shares of Common Stock beneficially owned by the reporting persons
include (i) 1,459,594 shares of Common Stock held by Sherleigh Associates Inc. Profit Sharing Plan, a trust of which Jack Silver
is the trustee, (ii) 27,622 shares of Common Stock held by Silver Investment Partners LP, a limited partnership of which Mr. Silver
is the general partner, and (iii) 1 share of Common Stock held by Silver Family 2007 Limited Partnership, a limited partnership
of which Mr. Silver is the General Partner, (iv) 61,249 shares of Common Stock held by Lena June Enterprises LLC, a limited liability
company of which Mr. Silver is a Manager, (v) 30,000 shares of Common Stock held by Jack Silver Roth LLC 2, a limited liability
company of which Mr. Silver is a Manager (vi) 108,375 held by RS Partners I LLC.
Mr.
Silver has the sole voting and dispositive power with respect to all 1,578,466 shares of Common Stock owned by
Sherleigh
Associates Inc. Profit Sharing Plan, Silver Investment Partners LP, Silver Family 2007 Limited Partnership, Lena June Enterprises
LLC and Jack Silver Roth LLC 2
.
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 or Control Person.
Not applicable.
Item
8. Identification and Classification of Members of the Group.
A “group” within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5(b)(i) thereunder, may have been formed that
includes Jack Silver & RS Properties I LLC.
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 such purposes or effect, other than activities solely in connection with a nomination
under Rule 14a-11.
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.
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February 12, 2018
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Date
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/s/ Jack Silver
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Signature
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Jack Silver
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Name/Title
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Sherleigh Associates Inc. Profit Sharing Plan
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|
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|
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By:
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/s/ Jack Silver
|
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Name: Jack Silver
|
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Title: Trustee
|
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Silver Investment Partners LP
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|
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By:
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/s/ Jack Silver
|
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Name: Jack Silver
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Title: General Partner
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Silver Family 2007 Limited Partnership
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By:
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/s/ Jack Silver
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Name: Jack Silver
|
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Title: General Partner
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Lena June Enterprises LLC
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By:
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/s/ Jack Silver
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Name: Jack Silver
|
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Title: Manager
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Jack Silver Roth LLC 2
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By:
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/s/ Jack Silver
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Name: Jack Silver
|
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Title: Manager
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RS Properties I LLC
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By:
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/s/ Jesse Kohn
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Name: Jesse Kohn
|
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Title: Manager
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